Operation: ShadowFall
by Asher Tye
Summary: The sequel to Tails Underground. With his forces disadvantaged and his enemies closing in, Dr. Robotnik finds a potential ally forgotten by the waves of time and mired in vengeance's cold embrace. Will the Underground be able to survive Shadowfall?
1. Prologue

The room was dimly lit, as suited its primary occupant's current desire for setting the mood. All through the domicile the gentle sound of harp strings being plucked in a melodious fashion could be heard, the source of this sweet music coming from a twin sized bed. Upon this bed the harp's mistress laid, her golden tresses fanned out on the pillow upon which her head rested as she held her instrument. Though the human female looked to be only about fourteen, she played with the skill of an old master, her thin, delicate fingers deftly plucking and strumming the strings to produce the gentle music that permeated her room. Sadly, this young woman's body held about it a sick and maligned quality; her thin arms and fallow skin speaking of a weakness that permeated her to her very core physically. An oxygen tank sat next to her bed, a thin plastic tube connecting its nozzle to her nose to deliver its contents for breathing, while an IV stand patiently dripped a steady stream of nutrients into her body.

On a pillow that sat on the floor at the foot of this young virtuoso's bed sat an even younger looking anthropomorphic hedgehog. His upturned quills are jet black; making him almost invisible in the dim light, save for the streaks of red upon his head and the bright tuft of white fur on his chest. A smile of utter and complete bliss rests on his tan muzzle as his small body sways back and forth as he listens to the beautiful music. One can only imagine what happy images dance through the youngling's mind as note after sweet note enters his triangular ears. As the song ends and music stops, the boy's vibrant red eyes open to look at the smiling girl on the bed.

"That was beautiful, Maria," spoke a voice that belonged to neither hedgehog nor musician. Immediately both turned to see this intruder to their privacy.

Like the girl lying in the bed, Maria, this newcomer was also human, though he was also considerably more advanced in years than she. His back was bent, giving him a slightly stooped over appearance that also served to show the rather large paunch at his middle. Though not a single hair sat atop his egg-shaped head, his upper lip held an impressive moustache that stuck almost three inches past his cheeks. Gray hair dominated this facial feature, but an observant fellow could still make out the few strands of red that defiantly held out against time's relentless assault. The white lab coat the man wore marked him as a scientist, one of many in this lonely place. Underneath it was accompanied by a yellow shirt and a red tie, as well as a set of khaki pants to complete the ensemble.

"Grandfather," Maria called in a gentle welcome so characteristic of her soft voice. "You should have knocked; we would have noticed you sooner."

"Oh but that was the point, my dear," the elderly man mused. "Had I knocked, you would have ceased playing and I would not have gotten to hear the end." Maria blushed a little at the compliment.

"Good afternoon, Professor Robotnik," the black hedgehog said, getting to his feet and bowing towards the taller human. Though his voice is young, it holds a grainy quality to it that seems out of place for a child. Professor Robotnik as he is called smiled at the boyish creature, returning his bow of respect.

"And a good afternoon to you as well Shadow. I am sorry to interrupt the private concert my granddaughter was giving you, but I am afraid that it is time for lessons."

"Yes sir," the hedgehog named Shadow said obediently. "What shall we be studying today? Physics? Chemistry?"

"No," the doctor said, holding up his hand. "No, today I think we shall indulge ourselves in a little fun and go over some literature." So saying the aged professor shuffled over to the bookshelf that stood against one of Maria's walls. "But what shall we study?" he asked, seemingly of no one. "Shall we seek our pleasure from prose… or poetry?"

"Poetry's nice," Shadow stated, as if to help relieve the burden of this decision from the Professor. A single bushy eyebrow rose upon Gerald Robotnik's head as he considered the words his apt student had chosen to utter, a smile creasing his face as his finger moved over several volumes as if of its own accord.

"Poetry it is then," he said, pulling forth a book he had, to all outside appearances, not even so much as glanced at. It was a leather bound book of great age, but it was well kept and maintained, showing little to no signs of the ravages time so often visited upon such tomes. It was then that the human cast a concerned look upon his granddaughter. "My dear, do you feel up to sitting in on today's lessons, or would you prefer I take Shadow elsewhere so that you may rest?"

"I'd never prefer you leave," Maria said truthfully, much to Shadow's great relief and enjoyment. The young experiment liked being in the girl's company, even if most of the other residents of this facility were somewhat unnerved by her appearance and mystifyingly sunny disposition.

"Very well," her guardian consented as he flipped the book open in his hands. Slowly, carefully so as not to jostle the tubes connected to her body, Maria began to sit up in bed, Shadow very much at the ready to assist if she needed it. "Ah, 'The Raven' by Edgar Allan Poe, an excellent choice I think."

"One of my favorites," Maria intoned. Having never heard of this particular piece of work himself, Shadow could only look to his blonde companion for some sort of explanation. "It's a scary poem about a man who killed his lady love."

"Oh," he responded, understanding dawning on him. "And a raven is the one who comes and arrests him, hence the title. Or is the killer himself a Mobian raven?" At this innocent answer, both Maria and Gerald could not help but release an amused giggle each, though Shadow failed to understand what he had said that was so funny. Comedy was not something he knew much about.

"No Shadow," Gerald corrected his creation, "the raven in this poem is not a Mobian. This is a gripping story of fear and insanity, of which the titular animal plays no small part. Just listen and you shall begin to understand." And so, for the next twenty minutes, Shadow sat in absolute silence as Professor Robotnik read from the book. The old man's craggily old voice proved a perfect narrative tool for the old poem, and the lighting of the room only helped to increase the mood more so. Maria in particular seemed to be enjoying this, as she shivered in a delighted fear as her grandfather spoke.

"'And my soul from out that shadow that lies floating on the floor shall be lifted – nevermore!'" Gerald finally said, closing the book as he looked at his audience with a mock-sinister smile upon his wrinkled face.

"I don't get it," Shadow finally said. Immediately Robotnik's face shifted from playfully sinister to genuinely curious.

"What did you not understand?" he asked.

"The story, I don't get it. Why'd that guy, the narrator or whatever he was supposed to be, start flipping out like that over some dumb bird?"

"It wasn't the raven that caused him to start acting irrationally, it was the fact that he killed his girlfriend, the beauteous Lenore," Gerald responded, adding a somewhat goofy looking romantic flourish. Still Shadow looked unconvinced.

"But why?" he again asked. "From what the poem was saying, he'd gotten away with it, no one knew he'd killed her. So why was the bird able to make him start going nuts?"

"The raven represented his guilty conscience Shadow," Maria explained. "He knows what he's done is wrong, even if nobody else does, and his conscience is punishing him for it. It kept reminding him that Lenore would be 'nevermore' because of what he'd done." Shadow took a moment to mull this new information over in his mind.

"That seems… overly complicated if you ask me."

"How so?"

"If Poe wanted this guy to suffer for what he'd done, why not just let him get caught and go to jail? And if he wanted to scare the guy into confessing, why not use a monster, or even a lion or something like that? That'd be much more frightening than a bird he had to be about fifty times bigger than."

"The raven was a portent, a symbol of death and the supernatural in Poe's time," Gerald explained. "I imagine there were few things more terrifying to a killer than having a messenger of the afterlife come to visit them."

"And he did suffer," Maria pointed out, her voice stressing. Immediately Shadow worried that he'd offended the girl by asking so many stupid questions about one of her favorite poems. "Shadow, when you do something wrong, you hurt yourself just as much as the people you wrong. The guilt can be unbearable; particularly if you know what you did was wrong from the start. The narrator committed a horrible act, he killed someone he loved and who loved him back. The police may not have known, but his own heart will never allow him to forget what he's done." Shadow shook his head.

"I still don't get it."

"Maybe that's for the best for now," Gerald said. "You're still young yet, and understanding what guilt is like is only truly possible if you've felt it before." Suddenly, Gerald's wrinkled lips curved downward in a frown. "And if that be the case, my dear boy, I pray you never need to understand it." As though his thoughts were simply too depressing to continue contemplating, Professor Robotnik replaced the book and chose another, quickly selecting the new compendium from which to read, much to the puzzlement of his two companions…

End Prologue…

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(I'd been trying to decide on an appropriate theme song for this story to start out with, and have finally decided. For the opening theme, here is "Sanctuary" by Hikaru Utada.)

* * *

Asher Tye presents…

An Asher Tye Production

* * *

Sonic, Manic, Sonia, and Tails all stand before the ruins of the city of Shadakor, watching as the sun sets behind the ruined buildings.

A young looking Shadow stands inside the human bunker, gazing out one of the windows as the sun sets outside. Behind him Maria walks up, gently placing a hand on his shoulder and attracting his attention. He looks up and smiles at her, receiving a gentle smile in return. Both human and hedgehog turn their attention back to the serenity of the sunset.

* * *

Based on the characters created and owned completely by SEGA and DIC

Written by Asher Tye for absolutely no profit

* * *

The Sonic Underground races into battle against a horde of SWATbots, each one breaking off to engage their enemies. Sonic uses his super-speed to plow through several lines of robots. Sonia twirls around in a tornado to break their advancing line. Manic contributes by hotwiring a SWATbot vehicle to turn against the robots, blasting away at them with their own guns. Tails, flying high above the battle, uses magic to dampen the ground, causing the heavier robots to have to fight the muck while leaving his friends free to move around easily.

Shadow is inside a large open room made of metal. Suddenly, the panels in the walls open up to reveal guns that begin to fire upon him. Quickly the black hedgehog moves about the room, using energy blasts from his hands to destroy the guns easily. From behind a glass observation post Professor Gerald watches, a disconcerted look on his face as nearby another human with short cropped gray hair and a patch over one eye smiles in approval.

* * *

Hosted by as a source of fun

Performed absolutely free so as to avoid lawsuits…

* * *

Night time has fallen and Tails now lies in bed at the Freedom Fighter safe house, his eyes half closed as Sonia reads him a bed time story. Clockwerk lazily putters around the room. Outside the door Sonic and Manic can bee seen playing air hockey and being somewhat loud, much to their sister's displeasure.

Shadow poses on a pedestal for Maria who is busy painting his picture. After a few seconds, the black hedgehog suddenly loses his balance tumbling off the pedestal and tumbling head over heels into a wall. Maria starts, worried that he's hurt, only to suddenly grin and begin laughing lightly. Shadow has ended up crashing into Maria's paints, covering his normally ebony fur with reds, greens, blues, yellows, and every other color in the spectrum. The now multi-colored hedgehog gives Maria a perturbed look as, while still upside down, he crosses his arms over his chest while she breaks down into laughter.

* * *

Sonic Hedgehog

* * *

Sonic bounces through hordes of SWATbots, stopping only long enough to grab himself a chilidog from a street vendor before continuing onward. His path circles back around as he returns to the stand for yet another chilidog, the large number of SWATbot parts on the ground indicate this has been going on for a while.

Sonic is on stage, playing his guitar to the roar of the crowd and causing several of the female fans to throw him small articles of clothing. Taking hold of a glove tossed at him, Sonic waves it in the air, much to the enthusiasm of his fans.

Sonic faces off against Knuckles on the Floating Island, matching his super-speed against Knuckles's powerful fists. The battle ends as Sonic prevents Knuckles from falling off the edge of his island.

Sonic and Manic are arguing as the latter drives the tour bus, their argument almost causing the vehicle to go off road. Quickly forgetting their squabble, both hedgehogs grab hold of the wheel and keep the van from crashing, looking sheepishly at each other.

* * *

Manic Hedgehog

* * *

Manic and Sonic are busy playing a virtual reality game wherein they command a fighter ship. As their last opponent goes down in flames, the two brothers share a high-five in celebration of their victory.

Manic is seen falling in love with the hedgehog baby Hip, tickling the infant's tummy and getting a giggle from him. Looking about him suspiciously, Manic covers up the baby and runs off, intent on delivering the fake creature to Sanctuary.

Manic is confronted by Merlin Prower after breaking into the elder wizard's room to search for clues as to his and his siblings' mother. As Manic begins to back away from the fox, Merlin attacks, sending a blinding power towards the green hedgehog.

Manic uses his magic drum set to send a shaft of rock high into the sky at an Air Elemental that as taken the form of a dragon. As the rock strikes the creature, it explodes, showering the area with sparkles.

Manic is busy explaining his unique form of logic to an exasperated Sonia. As Manic looks triumphantly at his sister, she in turn looks up into the heavens and wonders why her.

* * *

Sonia Hedgehog

* * *

Sonia, entering Manic's room, notes what a pigsty it is and begins chiding Manic who simply ignores her as he listens to his headphones. This only happens for a while before Sonia simply grabs hold of one of Manic's discarded and filthy vests and pegs him with it.

Sonia sits with one of her friends in the beauty salon, getting her hair done by the Doo-Bot. As she is relaxing, she unknowingly blabs a few Freedom Fighter secrets as the Doo-Bot secretly records her conversation.

In an underground mine, Sonia takes hold of one of the large rubies jutting out of the walls and affixes it to her keyboard. Her instrument's power output now magnified, she proceeds to blast a whole in the mine wall, allowing herself and her siblings to escape.

Bartleby is surprised as Sonia bursts out of his closet in his room aboard Robotnik's carrier, an angry look on his face. He backs away, his hands held up in a defensive position as she advances on him, growling unflattering words to him for his involvement in Robotnik's latest scheme.

Sonia quietly tucks Tails into bed, turning to leave the cub's bedroom. As she does so, Clockwerk nudges her leg, prompting her to pick the little machine up and place it gently in Tails's arms.

* * *

Miles "Tails" Prower

* * *

Tails comes on stage as the Sonic Underground introduces him to the crowd for the first time. Acting his part, Tails moves to the very front of the stage and summons up his magic to send out an explosive display lights above the crowd's head.

Tails dodges fire balls, rocks, gusts of wind, and even grabbing water as he races to the end of a finish line, only to get nailed at the end of the run by a suction cup tipped arrow. A visually displeased Merlin begins to dress down his young student.

Tails stands on top of a building, his body surrounded by twelve small fireballs as he concentrates. With a gesture, three of the fireballs fly off, descending down into the battalion of SWATbots below.

Tails stands with his Uncle and the Sonic Underground, watching as his grandfather's funeral pyre blazes. As the flickering light dances of his face, a trail of tears can be seen rolling down his furry cheeks as he hugs Clockwerk close. Merlin's hand pulls the cub close by his shoulder.

* * *

Dr. Ivo "Eggman" Robotnik

* * *

Dr. Robotnik stands at the outskirts of Mobotropolis, all around him his robotic army primed and ready for the city's conquest. With a single movement of his hand, he signals his troops to begin their final advance upon the helpless capital.

Robotnik smiles maliciously at a group of Mobians captured by his SWATbots. The one at the head of the line is forced into the roboticizer, which Robotnik gleefully activates, transforming the luckless individual into a worker-bot.

Robotnik sits in his Egg-Walker, marching down a narrow hallway with Sleet and Dingo at his side. Suddenly a group of robots appears firing their lasers at the trio, and Robotnik uses his own weapons system to easily take them out.

Robotnik walks casually through a crowd of Mobian noblemen, a crystal goblet filled with wine in his hand as each noble supplicates him or herself to him. When he arrives at Bartleby, the doctor extends his free hand to shake the young Lord's own, with SWATbots standing nearby to ensure there is no choice in the matter.

* * *

Dingo

Sleet

* * *

Sleet and Dingo, dressed up in the clothes of desert refugees, sneak into a line of Mobians fleeing Robontik's rule for the safety of Shadakor. As they pass the gates of the city, the duo sneaks off into a nearby alley to meet Naugus.

Sleet points his remote at Dingo, transforming the larger Mobian into a single person helicopter. Getting in, Sleet then causes the helicopter to rise into the air.

Sleet and Dingo are both tied to a spit over a fire, being roasted alive by an angry Knuckles to feed his pet dinosaur Chomper. Sleet thinks quickly and tricks Knuckles into letting him go and setting him on the trail of the Sonic Underground.

Dingo crashes though a locked door, Sleet right behind him as they raid a Freedom Fighter safe house. On the other side the newly formed Sonic Underground is caught by surprise.

* * *

Shadow… in

* * *

Shadow stands inside the hydroponics farm of the human bunker, helping Maria to care for the plants. The blonde girl calls his attention to one of the plants which is actually flower, causing Shadow to reach out and delicately touch its petals.

Hundreds of Mobians scream in terror as Shadow stands nearby, a red aura crackling around him as he throws spears of power at the fleeing creatures. Some Mobians armed with energy weapons take aim at him, only to be destroyed in Shadow's fury.

Shadow stands before the assembled Mobian noblemen, a hateful scowl on his face as they look at him fearfully. Robotnik comes up behind the dark hedgehog and puts a comradely arm around his shoulder.

Shadow sits with his back to the wall, his head turned upwards and his eyes closed. All around him the sound a harp playing its haunting song can be heard as in a nearby chair Maria plays for him a quiet tune.

The door to the now overgrown bunker opens, revealing Shadow's ebony frame to the sunlight as he stares out at the open world. Rather than smile, Shadow frowns, his eyes focusing on the far horizon, where Robotropolis lies.

* * *

Sonic Underground

* * *

Shadow stands in an open plain, an angry scowl on his face as he glowers at the Sonic Underground that stands across from him. As the scene begins to spin, we get a view of Shadow, then the Sonic Underground, and then Shadow again, spinning faster and faster until the scene blacks out.

* * *

Operation:

_SHADOWFALL_


	2. Into the Darkness

Operation: Shadowfall

by Asher Tye

Author's Note: Well here it is, part the second of my Sonic Underground story, and the proper first chapter of it to boot. I'm so pleased my prologue got such great reviews and thanks to everyone who read it, even if you didn't leave a review (what's the matter, don't be shy, I don't bite… much). I've tried to eliminate all mistakes from this story, but as Taranea was kind enough to point out, some minor details may have gotten past me. So if anyone spots a mistake; please feel free to let me know so I can correct it. Now, for anyone who didn't notice what I did for the disclaimer in the first chapter, here is a much more traditional one.

Disclaimer: I don't own Sonic, Sonic Underground, or anything related to Sonic's copyrights. Sega and DiC own them. (bland, no?)

* * *

Chapter One: Into the Darkness.

* * *

To say that Sleet was worried would have been an understatement of most epic proportions. The wolfish semi-former bounty hunter was almost at his wit's end. For almost three months, ever since the disastrous invasion of Shadakor which the Freedom Fighters had felt obliged to let absolutely everyone know about, reports had been coming in from all over the empire of resistance activity flaring up at an unprecedented scale. New cells were appearing almost every day, showing up in territories where trouble had not been seen in years. Whole cities that had formerly been quivering in terror under the fat thumb of the evil Dr. Robotnik were suddenly declaring themselves free, casting down those who had sided with their oppressor for their own gain and openly attacking the doctor's forces.

And Robotnik didn't seem to be doing anything to halt this extremely unsettling trend in his empire.

Indeed ever since he'd been returned to, or as some would say unceremoniously dumped at, his fortress stronghold in Robotropolis, Robotnik had barely given any orders to his minions at all, much less organized them to destroy what was quickly becoming a full blown revolution. Instead, after taking the time to get his demolished robotic arms rebuilt and replaced, the rotund human had done nothing save for reading what looked like an old leather-bound book. And so Sleet worried.

Not for Dr. Robotnik of course. Truth be told the sneaky sapient could have cared less if the egg-shaped scientist/tyrant were to drop dead of a heart attack right before his eyes. No the wolf's worry, as always, was for one Mobian and one Mobian alone; himself. Sleet held no illusions as to his fate should the Freedom Fighters succeed in ousting Robotnik from power. Reflexively his hand rubbed his suddenly sore neck. He wasn't just a collaborator like those jelly-spined nobles; he was an active enforcer of the evil dictator's will, and a constant threat to the children of the rightful ruler of this planet. Should he lose the protection of the forces of Robotropolis, Death would no doubt come as a dear and cherished friend to him.

Secretly the wolf had begun to contemplate cutting out the middleman and assassinating Robotnik himself. Such an act would do nothing to convince the Resistance he'd been acting on their behalf this whole time but, with a little bit of luck, they'd be so joyful over their oppressor's sudden demise they wouldn't be paying attention as he snuck away to freedom and safety. With a few years, and some drastic plastic surgery, he might even gain the ability to venture back safely into some of the outlying Mobian settlements.

And then Robotnik had surprised his minion completely by demanding that his Command Carrier be made ready to fly. Though the work was tedious, it felt good to be actively doing something again. The Command Carrier was a mobile assault base, a flying fortress quite capable of blasting a city into submission or resisting invasion by vengeance crazed Mobians should the need arise. Whether his orders had come about because he was obeying a fight or a flight response to his impending fall from power, at least Robotnik's interest in becoming active again gave Sleet some semblance of security.

Thus did the wolf now find himself at a command station aboard the ship, his partner Dingo seated next to him and a crew of SWATbots manning all the other stations. Sitting in a cup-shaped chair in the center of the bridge was Robotnik himself, one of his brand new mechanical arms sitting on the chair's armrest. The other cradled the same ancient looking book in what could easily be seen as a loving fashion. Indeed this was the same tome Sleet had noticed Robotnik reading once he'd undergone his repairs.

_'Curious,'_ Sleet thought. _'What could be so important about that book that Robotnik would treat it so?'_ The vile human was known for many things, chief amongst them his absolute and total disregard for anyone and anything that was not himself. More prone to burning books than protecting them, this was indeed strange behavior for Dr. Robotnik.

"Sir, what heading shall we take?" Sleet asked of the doctor, already thinking of some excellent paths to take that would lead the heavily armed carrier over so many delicious targets for them to destroy.

"Thirty-two degrees west-northwest," the mustached man commanded, but only after he'd consulted the book he carried, "coordinates three-two-six-five-slash-seven-one-six-three." Sleet blinked at this unexpected response.

"Sir? That will take us straight into the heart of Dark Jungle," the wolf pointed out. The look on Robotnik's face was absolutely scathing.

"At what point did our relationship evolve into one wherein you could question **ME**?"

"Duly noted sir," the mercenary responded, quickly turning back to his console and entering the aforementioned flight plan. Massive engines began to pulse to life as rockets underneath the large ship fired up to provide the necessary thrust to bend gravity's hold on it. Slowly the carrier began to rise into the air. All around it buildings shook as the ship rose past them, windows and girders vibrating loudly as the roaring hum of the engines forced them to shiver and shake.

Once the Command Carrier was above the buildings more and larger thrusters engaged, these located on the back of the ship, as large wings suddenly unfolded from the sides. Soon the lumbering behemoth of the skies began to move forward, steadily picking up speed as it moved towards the boundaries of the city. Care was taken not to move too fast within the city's limits, lest an unintended sonic boom cause massive amounts of damage to Robotropolis. Though Robotnik couldn't have cared less about those poor Mobians living in the slums of the city, he was not about to allow mere carelessness to rip a hole in his defenses the already bold Freedom Fighters could exploit.

Once the city limits had been reached, however, no such caution needed to be taken.

"Primary thrusters, engage!" Sleet commanded, and he could feel it as the velocity of the carrier markedly increased. Had he been able to look outside, he might have also noticed it as the few sickly trees that still lived on the outskirts of the polluted city bent sharply as the ship passed them by, some even breaking as the strain was more than their brittle trunks could take.

A computer estimation of the flight time marked the trip as taking four hours, so Sleet settled into his chair, attempting to get comfortable. With Robotnik around, sleep was all but a pipe dream; far too much chance he'd awaken in a roboticizer. Still there was no reason he had to sit at attention the whole time, was there? A cautious look back at Robotnik showed that the dictator's nose was once more firmly planted in his book. Sighing in boredom, Sleet's attention went to Dingo, who was busy playing, and losing, at a game of solitaire against the ship's computer. Left to his own thoughts, the only thing the wolf could do was continually ask of himself what Robotnik was up to.

* * *

"Edge City!! GOOD NIGHT!!!" Sonic howled into his microphone, only to amazingly be drowned out by a cacophony of screams, cheers and howls from the audience that literally stood before him. Four columns of flame erupted from the stage, courtesy of the Sonic Underground's latest member and resident special effects "wizard," Miles "Tails" Prower. As his two siblings, Sonia and Manic, set their instruments down, Sonic took the opportunity to kiss the middle and index fingers of both of his hands at the same time before holding them up towards the crowd in a double "V for Victory" sign. The cheering only got louder and Sonic, ever the seeker of attention, reveled in it.

And why shouldn't he revel? Why shouldn't the entire port town of Edge City celebrate and make as much noise as it could, prove that it was alive and rejuvenated? It had only been a day since the citizenry, with help from the Freedom Fighters, had declared their independence from the Empire of Robotnik, an act that so many other cities and territories across the planet were doing these days, with varying success. The last SWATbots in the city had been destroyed, and Robotnik's Mobian flunkies had either been captured or were in desperate hiding. Life was good.

It was as he descended the stage that the newest type of mob the young musician had to deal with "attacked;" his fans. A whole horde of Mobians, clamoring for an autograph, a word, a smile of acknowledgement, surrounded the hyperactive hedgehog, much to Sonic's delight. Nearby Sonia and Manic suffered a similar fate as their fans crowded about them, though Sonia's group was noticeably more controlled and polite than those of her rowdier brothers. It was common knowledge that one did not get favorable attention from the Princess of Mobius by acting like a boor in her presence.

Even Tails had a number of fans currently surrounding him; asking for autographs and even information both on his effects and on the Sonic Underground, as well as other such things. The group was smaller than that of any of the hedgehogs, the kit had only been with the band for three months, but a combination of his shy personality and cute visage had caused people to warm up to him rather quickly. The little fox tried to keep close to the battle van, a quick escape route should the fans become a touch too inquisitive for Tails's tastes, as had been the case the first time he'd found himself the object of such popularity. Some cat had come to believe that the second tail the vulpine sported was a stage prop, a mere gimmick designed to allow him to catch the public's eye so they wouldn't notice how the boy set up the amazing special effects he used. Wanting to prove his theory, and figuring such a prop would make a most excellent souvenir, the feline had snuck his away around to the kit's backside and grabbed both his tails. To be fair the somewhat inebriated reveler, not wanting to actually cause the cub injury, had not pulled all that hard. After all, the fake would have no reason not to simply snap off easily. Still nothing, feral or intelligent, likes the feeling of hands suddenly clasping their tails and then being yanked up by them. A loud, pained "Yelp!" had exploded from the young mage's mouth as he'd suddenly found himself hanging upside down without explanation. The cat had only barely registered the fact that neither of the two tails he was holding had come free before a rock struck his shoulder, forcing him to release the boy.

Fearing its master was being assaulted; Clockwerk had done what it had been designed to do and gone to defend Tails. Of course the sight of an obviously mechanical being attacking a Mobian did not have a calming effect on the crowd.

It had taken some fancy talking from Sonic and his siblings to calm the crowd down and convince them that they were not under attack by some new minions of Robotnik. They'd managed though, and the situation had been kept from becoming dangerous. But since that day whenever Tails was about, Clockwerk tended to hover protectively over his master. Sonic too thought it best to keep an eye on the kit, just so he could head off any trouble the less experienced Mobian might suddenly find himself in. And as the blue hedgehog watched a particularly buxom young female present the kitsune with some freshly baked sugar-cookies, he couldn't help but feel a pang of jealousy.

_'Ah to be young and cute again, instead of just hot and handsome,'_ he thought with a smirk as he signed a notepad that had been thrust towards him. It was then that his attention was taken elsewhere.

"Please, let me go, don't do this," a desperate voice called as a struggling yellow dog was dragged into the presence of the Sonic Underground by a pair of burly bears. The dog wore a terrified expression on his face as he looked at the three hedgehogs.

"Look what we found hiding in one of the warehouses at the wharf," one of the bears sneered as they roughly tossed the hapless German Shepard to the ground.

"Well, well, well," Sonic said in an amused voice as he recognized the Mobian, even grungy and bereft of the finery the dog had once worn, "if it isn't the 'honorable' Mayor Fitzpatrick. Where ya been Fitzy, we been lookin' all over for you?" The Robotnik collaborator got to his feet clumsily, clearly unused to being treated so roughly.

"Your… your highnesses please, give me a chance to explain," he begged.

"It's not us you need to explain yourself to," Sonia pointed out, making no effort to hide the contempt she felt for this yellow and black Mobian. "You should probably begin by trying to explain to the poor citizens you ground under your heel to make Robotnik's tributes why you betrayed their trust."

"It… It wasn't like that," Fitzpatrick pleaded. "Lord Robot… I mean Dr. Robotnik… he forced me to help him. He would have roboticized me if I hadn't. I did no more than necessary."  
"Dude it's too late, we already scoped out your pad," Manic said snidely. "Pretty swanky for a guy who's being forced to help."

"It isn't what you think!"

"Don't worry Fitzy, you're gonna get a fair trial when this is all over, just like all of Robotnik's patsies," Sonic reassured the fallen mayor. "Which is more than you can say for all the helpless Mobians you sent to Ro-butt-nik for breaking his stupid rules. Take 'im away." Gleefully the two bears obeyed, grabbing hold of the dog and hoisting him to his feet before taking him away, even as the former Mayor continued to plead his innocence before the unconvinced people he'd so recently ruled.

"Good riddance," Tails spat after the canine, a sentiment echoed by Clockwerk.

"Okay, well now that that little bit of unpleasantness had been dealt with, what say we get back to the party people?!" Eagerly did Sonic move amongst the crowds of celebrating Mobians, accepting hardy handshakes and congratulatory slaps on the back, as well as a few slips of paper with phone numbers on them surreptitiously placed in his gloves. Soon he made it over to the buffet table that had been set up with a veritable mound of chilidogs. Sonic licked his lips as he grabbed one of the plates that had been set out for use and began to load it down with chili-dogs.

"Sonic, I'm glad I found you," called a voice as a young lion wearing a green vest and a tan pair of pants approached him.

"Hey Cyrus," Sonic responded, the irritation in his voice more due to his being forced to postpone his feast over seeing his friend. Having dealt with the somewhat gluttonous hedgehog for most of his life, Cyrus paid the irritation no mind.

"I've got a message from Trevor in Robotropolis," the young inventor said.

"Cy, it's a party, can we not talk shop?" Sonic asked.

"Sorry Sonic, but this is important," Cyrus insisted. "Robotnik has left Robotropolis." At this point Sonic's eyes widened. Any movement made by the Rotund One was important news for the Freedom Fighters, if only for the fact that he was their primary target in this little war. The fact that it had been months since Robotnik had last made a move made this particular maneuver all the more noteworthy. The Freedom Fighters had been on a roll, the last thing they needed was their enemies tripping them up.

"You mean he abandoned the city?" Sonic asked. Cyrus shook his head.

"Not likely, he left most of his forces behind to guard the place, but our spies inform us he's been acting…" at this point the teenaged lion paused as if to consider what word would be appropriate to use, "well, I guess listless would be the right word."

"What?"

"Ever since you guys defeated him in Shadakor, all he's supposedly been doing is moping around. No new inventions, no plans, not even any orders on how to stop us from liberating cities. His lieutenants have been scrambling to defend themselves without his guidance." Sonic let out a snorting laugh.

"Serves 'em right."

"Sonic, I'm worried. Why would he just suddenly become active again after three months? Something must be up."

"We know where he's headed?"

"Based on his trajectory… somewhere in Dark Jungle." Sonic's brow furrowed. This was weird, even for Robotnik. "We've been looking for any info on what he's up to, but as near as we can tell this trip was almost… spur of the moment."

"So what do you think we should do?"

"Well, I was thinking about asking your friend Tails." At the mention of the kit's name, Sonic looked at his lion friend curiously. Cyrus had of course recognized the fox the moment the Sonic Underground had pulled their heavily damaged tour bus in for repairs as the same fox they'd gone out with. Though a little put out that his hedgehog friends had found the need to lie to him, Cyrus had still been willing to accept the cub as an addition to the Freedom Fighters. In fact, Cyrus had been assisting Manic in tutoring Tails in the finer points of mechanical engineering.

"Why would you think he'd know anything Cy?"

"Well, he's a sorcerer right, like the Oracle? Maybe he could use a spell or something to, I don't know, spy on Robotnik wherever he is. You know, give us the drop on him."

"Scrying spells are an advanced magic," Tails suddenly spoke up. Both hedgehog and lion turned in surprise to find that they had indeed been eavesdropped on by the fox cub that held his own plate of chili-dogs in his hands. Apparently the two-tailed wonder had had the same brilliant idea as his cobalt hero. "Plus, I'd need to know his exact location before I could do anything."

"The Oracle never needs to know such things," the curious Cyrus pointed out.

"Master Delphius is a natural seer," the kit explained. "His powers are innate, like Sonic's speed or my ability to fly. That means he's allowed to bypass some of the restrictions that hold non-seers back." Rather than set the two's minds at ease, the cub's explanation only caused the lines of worry to appear on both Cyrus and Sonic's faces. It was never good when they didn't know what their arch-enemy was up to.

* * *

"What a dump," Sleet stated as he looked at the gaping maw that was the entrance to a bunker that had been hidden in Deep Jungle. That this bunker was actually remarkably clean for something that had been hidden in the dense greenery for so long meant nothing to the wolfish mercenary, not known for his observational skills.

"We're not here to critique the décor," Robotnik said. Sleet craned his neck upward to look at his lord and master as the fat human moved forward. He had to as Robotnik was currently in a brand new vehicle that brought the overweight overlord's waist almost level to Sleet's face.

_'Trust Robotnik to bring along a pair of mechanical legs to keep his from having to stand up for too long,'_ Sleet snidely thought. Of course the Egg-Walker was more than mechanical legs, even if it did resemble such. A bowl shaped command chair sat atop two thick legs whose knees bent at the back like a bird's. Its massive three-toed feet had treads underneath for smoother motion if needed, but could easily crush any obstacle that got in the thing's way, while jump jets helped to give the walker an impressive vertical leap. The standard assortment of guns, missiles, and armor plating had been included on the top portion, but the sensors and communications equipment marked the vehicle as designed more for personal transport than waging a war. Sleet thought the thing looked ridiculous, though Dingo had managed to score a few brownie points with a hearty "Bonza!" as Robotnik had unveiled his latest toy, much to the human's joy. Apparently the Egg-Walker was something of a pet project the doctor had been working on, a hobby he indulged in when he wasn't busy being malevolent.

"SWATbots," Sleet commanded, "secure the compound, eliminate any potential threats." After the assault the Command Carrier had made on the surrounding ground so it could land, the wolf didn't honestly think anything in the dilapidated hovel could still be a threat to them, but why take chances.

"Belay that order," Robotnik barked, obviously in disagreement with his minion as he cast the lanky lupine an icy glare. It was a well known fact that the doctor did not like sharing his toys with others. "Secure the exterior; I don't want any nasty little creatures disturbing us while we're inside."

"Us?" Dingo asked.

"Yes," the malicious one replied, "we're going spelunking." So saying, the headlights of the Egg-Walker turned on and the mobile chair surged forward at a brisk pace helped by its long gait. Ever like a faithful puppy, Dingo followed, tailed by a still skeptical Sleet.

Inside the bunker was almost twilight, a darkened interior broken only sparsely by the flickering lights of dying bulbs. The presence of fully darkened light bulbs indicated that once, many years ago, this place had been designed to be fully lit, no doubt to the point of being day in here. Age had done its work on the electrical systems, however, and only a few lights remained to perform the function of many. Such a fact did not calm the nerves of Sleet; such conditions made the possibility of sudden ambush much more likely than he was comfortable with. Even more distress was the fact that, rather than paying attention to these surroundings, Robotnik was once more reading his old book.

"This way," he suddenly commanded as his vehicle began to move down the dark hallway, the headlights of the Egg-Walker providing some additional illumination. Sleet and Dingo followed, Sleet's pistol drawn and set to its maximum power level, just in case. Robotnik noticed. "Be careful with that thing," he ordered. "I would prefer we avoid an actual fire fight if possible."

"With all due respect your most wickedness; what exactly are we looking for in this in this hole in the forest?"

"A weapon," he responded, "quite possibly the last weapon we'll ever need. But if this place still holds actual power within it, than its defenses are most likely still active at some level, so we must tread carefully lest we accidentally destroy what we seek." As if speaking of such things summoned them into being, a pair of sentry guns unfolded themselves from the wall ahead, their barrels moving around a bit before training on the three intruders. Before either could fire, however, both were destroyed by precision blasts from the Egg-Walkers own guns. For a few brief seconds the sound of siren started up, only to choke and die off as it too succumbed to Time's relentless march.

As the trio continued their march through the complex, Sleet couldn't help but feel ill at ease. There was something… off-putting about this place, a feeling that the mercenary did not like as they made their way down the twisting dim corridors. Oddly enough, it was Dingo who gave voice to his partner's concerns.

"'Ey Sleet, ya notice that since we been in here, I haven't hit me head once on any doorframes?" This seemingly innocuous and stupid question served to unlock an epiphany within the wolf's mind. By Mobian standards, both former bounty hunters were considered uncommonly large, Dingo especially so. While this served to help them in their chosen profession, intimidating their informants, prospective captures, and such, it was something of a hindrance for their day to day lives. Though Sleet had long since learned to cope by ducking when necessary, Dingo was forever banging his head against doors, getting stuck in narrow hallways, or blocking passages without meaning to. And yet, none of these incidents had occurred during their entire time in this bunker.

"Who built this place?" Sleet wondered aloud.

"Can't you guess?" Robotnik asked with a sly look on his face. There was nothing in the world the demented doctor liked more than being in possession of something someone else wanted, particularly when he was the only one to possess it. Knowledge was no different. His smile only grew in girth as he noted the irritated look of impatience the wolf now wore. This was perhaps the only scenario in which such impertinence on Sleet's part was an acceptable reaction to the doctor's words. "The high ceilings, wider hallways; all too much space for the average Mobian's tastes, wouldn't you say?"

"Someone'd have ta be as big as us ta want that," Dingo dimly observed.

"Humans?" Sleet stated, though the statement was spoken as a question.

"Precisely," Robotnik responded.

"Wha? This place was built by humans; like you?" Dingo asked. The offended scowl that appeared on Robotnik's face spoke volumes about what he thought of that particular comment.

"There have NEVER been ANY humans like me," He corrected menacingly, Sleet and Dingo quickly agreeing with him out of fear. Again the trio continued their trek through the instillation, coming across a few more active though sluggish defenses they are easily able to circumvent or outright destroy. Though Dingo had found himself having to body slam an old and clunky robot and Sleet had used his sharp shooting skills to take out a well placed turret, it was more often then not Robotnik who got them through the problem. Apparently the book he carried not only held the layout of the base, but also the codes necessary to shut down the defenses, activate doors, and whatnot. After about an hour and half, they arrived at what appeared to be the large double doors to some sort of hanger/warehouse attached to the base.

"Yes, this must be it," Robotnik crowed as the Egg-Walker lowered itself to allow him access to the keypad that controlled the door's locking mechanism.

"Where exactly IS here?" Sleet asked as Robotnik pulled out his book.

"This is the diary of my ancestor, the great scientist and inventor Professor Gerald Robotnik," the diabolical doctor declared, his voice containing a strange quality to it his minions had never heard before. Were it anyone else, anything else, in the world, Sleet and Dingo might have easily recognized that quality as being reverence. With Dr, Robotnik, whose mad, black world centered wholly about himself, there was no telling what it was.

"Your… your ancestor?"

"My great-grandfather actually," the human huffed. "He was a brilliant scientist, the very inspiration for my own genius and quite possibly the only person on this mud-ball who could have ever rivaled it."

"And that's… his diary?"

"Yes yes, you simpering sycophants, we've already covered this," the now irritated inventor growled. "From time to time I peruse this tome, searching for inspiration and guidance as I work to make this world into 'paradise.'" This was starting to sound like hero-worship to Sleet, a fact that did not bode well in the villain's mind.

"So this place was built by this… Gerald person?"

"Don't interrupt!" the still living Robotnik bellowed. "Ever since my ignominious defeat in Shadakor, it has become glaringly obvious that there are still forces in this world that can overcome me, enemies who can challenge my power, yet choose not to. I cannot allow that to remain. But then I remembered my dear great-grandfather, and the tales of an ultimate weapon he was working on." At this point Robotnik punched in a code on the keypad and the two doors groaned open, protesting loudly this command after decades of inactivity.

Just as Sleet had surmised, behind the door was a massive space, a hanger most likely, though the true extent of it was no doubt hidden by the insufficient lighting of the place. What didn't go unnoticed, however, was the massive robot that stood before them on its knees, its knuckles pressed against the ground thanks to the inactive state they found it in.

"May I present Gerald Robotnik's finest creation," Robotnik said with a flourish, "Shadow."

The headlights of the Egg-Walker were directed towards the machine, illuminating it completely for the three interlopers. It was humanoid in design, with broad, massive shoulders upon which sat a rack of what looked like six missiles each. Six laser cannons encircled each wrist, grouped in twos about the tops and both sides, while a nozzle could be seen in each palm. A clear container holding an eerily glowing blue liquid jutted out of each elbow, while what looked like the barrels of four chain guns sat in its chest. Mounted on its hips were more missile pods, though they contained smaller ballistics than those on the shoulders. On its back the bottom half of the barrel of a long-range cannon could be seen, folded up until the commands were given that it was needed. A pair of hoses extended from the back of the robot around its neck, coming together at what looked like a square shaped vent positioned where its mouth should be. A black, crescent shaped visor dominated the upper half of its face, inside of which Sleet's acute eyes could make out a single cyclopean eye. The wolf whistled.

"Most impressive," he said, telling one of the few truths of his entire life. "I can't wait to see what it can do."

"Neither can I," Robotnik said ominously as he began to tap away at his console. Suddenly the sound of a generator warming up came to Sleet's ears. Nervously he looked back at his employer.

"Uh, doctor, what are you doing?"

"Initializing Shadow's start-up procedures," he said nonchalantly.

"Are you sure that's a good idea? So far nothing we've come across here has failed to target us as a threat."

"Of course they haven't. They were designed, built, and commanded to defend this base from intruders like us," Robotnik glibly stated. "And Shadow is the reason."

"And you're activating it?"

"Just for a moment or two. It shouldn't be aggressive without any command to be so." The eye of the robot suddenly blazed to life, a bright, burning red that rested against a black background. Idly Sleet wondered if this color scheme for eyes was an obsession amongst the Robotniks. Back and forth the eye moved across its visor as the missiles wiggled in place, their movement abilities tested after so long. Suddenly, the eye and head focused on the three strangers that stood beneath it.

"Unidentified life form detected. Mobians detected. Entering offensive mode," the robot bellowed in a monotone voice. Sleet's face fell as he recognized this imminent threat to his person.

"Uh, Doctor?"

"Oh all right you coward," Robotnik retorted, amused at the fear his minion showed, but unwilling to test his own defenses against this so-called ultimate weapon. Quickly the doctor entered in the appropriate deactivation code.

"Deactivation code acknowledged. Evaluating. Deactivation code verified." The trio breathed a collective sigh of relief. "Evaluating transmission source. Source unverifiable. Deactivation code… rejected. Termination mode engaged."

"Uh, what's that mean Sleet?" Dingo asked his increasingly frightened partner.

"It means we gave it the code to shut down, it received the code to shut down, the code was correct, but we're not supposed to have the code, so it's going to ignore the code and kill us anyway."

"That's not good, is it?" Choosing to ignore the question he hoped to be simply rhetorical, Sleet turned towards his current employer.

"What do we do now Doctor…" the wolf's question died on his lips as he noticed the sinister scientist was no longer standing next to him. In point of fact Robotnik, quickly realizing just how far south his plans had gone, had turned his Egg-Walker around and was currently making it sprint back down the corridor they'd come, leaving his two expendable employees to deal with the newly activated android themselves.

"Sleet we gotta get outta here," Dingo said, grabbing the wolf's shoulder.

"For once my friend," the wolf said as he pulled forth his remote control, "we are in complete and total agreement." Pointing the little machine at his beefy partner, Sleet activated Dingo's powers of transformation, changing the once burly Mobian into an orange motorcycle bearing the dingo's face. Wheels squealing as Sleet just barely managed to jump into the seat to avoid a blast of laser fire; the dingo-cycle took off. Though people often made fun of Sleet's bizarre use of his partner's ability to shift shapes, calling him a cheapskate who couldn't afford proper equipment, the fact remained that Dingo's stunning physical condition meant that the mechanical forms he took were far superior to vehicles of similar design. Thus it was no surprise to Sleet that his Dingo-cycle was easily able to catch up to his fleeing master.

"What are you doing?" Dr. Robotnik barked in a voice that wavered between irritation and fear. "Get back there and defend me!"

"Not on both our lives doctor!" Sleet shouted back, just as another laser blast slammed into the ground behind him, causing the wolf to wobble slightly in the bike's seat. Silently he hoped the rubble had not damaged one of Dingo's tires. Quickly the villains began to weave through the bunker's corridors, desperately trying to retrace their path back outside where the SWATbots would hopefully provide some aid against their gigantic pursuer. The robot, perhaps sensing their plan, constantly peppered them with laser and missile-fire, causing doors and such to collapse as it attempted to herd them away from this path, and Sleet was quite sure they were now thoroughly lost. The only thing they had going in their advantage was the fact that the "Shadow" robot was so massive it could not move at full speed within the confines of the corridors, meaning the villains were getting a good lead on the bot.

Unfortunately, even the best leads are meaningless when faced up against a dead end, which was exactly what Robotnik and his flunkies found themselves facing as they raced past an unfamiliar threshold. Behind them they could hear it as the homicidal robot stomped closer.

"Close the doors!" Robotnik commanded as Sleet hit the necessary buttons. Ancient gears began to move as the door slowly began to slide close. Its movement was much too slow however to successfully seal before "Shadow" would be able to stop it. Panicking, Sleet tried to force the heavy door closed, grunting and heaving as Robotnik fired his own missiles at their pursuer in an attempt to trip it up. Suddenly the wolf Mobian felt someone grab his collar, yanking him away from the door. This person was none other than Dingo who was once more in his normal form and took Sleet's position attempting to force the door closed. Massive muscles once more served the orange Mobian well as the blast-proof door finally slid into place, locking tightly as it did so just before a meaty fist slammed into the control panel, effectively sealing it shut. The loud bang of something very heavy and metal slamming into the door's other side told that "Shadow" had not stopped its pursuit. Backing away slowly, unsure the barrier would hold, Dingo turned to his allies.

"Now wha' do we do?"

"We have to find another way out," Robotnik said as he got out of his Egg-Walker and waddled over to one of the many computers in the room. "And we have to do it before that… thing gets in here." Quickly the human began typing, only to stop after a few quick keystrokes as the monitor exited its sleep mode. "What is this?" the doctor asked in irritation as Sleet took a position to look over his shoulder.

The screen of the monitor held a single message, "System ready; enter final resuscitation pass code:" flashing across its black surface.

"What does that mean?" Sleet asked. "What resuscitation code?" Robotnik cast a look about the room they'd been trapped in. Monitors and more computer terminals lined the circular walls of the room, along with scanners, printers and power cords. In the center of the room a glass cylinder stood, its top and bottom connected to the floor and ceiling respectively by even more machinery and cables. Inside the cylinder was a murky liquid and, though the dim light in the room prevented him from seeing any real details, what looked like a large ball of a very dark color floated almost serenely inside of it.

"I imagine that has something to do with it," he said. Turning back to his own monitor, Robotnik attempted to get back to the system directory where he could access some sort of database to get them out of here, with little success. "Blast. The system won't let me back out of the program. Seems we have no choice but to enter the code and hope it takes us back into the system."

"Entering codes is how we got into this situation," Sleet pointed out. "I'm not all too keen about reviving some genetic nightmare that will kill us all."

"Do you have a better idea?!" Robotnik growled. "Aim your weapon at the tube. If our little friend in there turns out to be hostile, shoot it. If not, maybe we can use it to distract Shadow while we escape."

"What if you can't figure out the pass code?" Too late Robotnik was already lumbering his way back to the Egg-Walker to retrieve the book that had been the impetus for this little excursion. Silently Sleet swore that no matter what happened, he would burn that book if it was his last act on Mobius.

"Great-Grandfather wanted his descendants to be able to use his discoveries, to wield his power. That's why he wrote each and every code he used into this book, hidden is such a way as only a Robotnik could understand." As the sound of another strike on the door was heard, Sleet could feel his panic becoming more pronounced.

"Well figure it out before we're all dead," he cried. Robotnik took a few moments to look at his book before turning back to his terminal.

"Pass code is… Ma-Ri-A." The screen went blank as soon as Robotnik pressed enter, and for a few moments, Sleet was sure the rotund doctor had just signed all of their death warrants.

"Pass code accepted," the computer displayed. "Final resuscitation sequence commencing." Suddenly, all the lights and computers in the room went dead. In the darkness a new noise was heard. Like the oppressive roar of thunder, the sound of a hundred generators coming on-line began to sound off. Whatever defects the electrical system of the rest of the bunker had suffered, this room's, this machine's wiring was still very much functional, as though it had been designed to wait out the years in silence. Power began to flow around the room, guided to the cylinder by the conduits and cables in such great amounts that they began to glow in the darkness. Inside the tube, electricity danced and sparkled as the form inside was carefully but persistently pulled from its slumber. Thin robotic arms inside the tube moved, striking the curled up body remorselessly with needles and administering carefully measured doses of the chemicals contained inside. Slowly but surely, organic systems that had remained dormant for nearly a hundred years bean to stir. Blood moved sluggishly through veins, pumped by a heart that had only recently been called back to life by the electric current that made the liquid glow. Neurons generated and transmitted impulses and commands as muscles began to contract and relax in a testing manner, learning their purpose once again.

Sleet watched in "ah" as the creature suspended in the liquid began to uncurl, its body still being poked and prodded by needles as it awakened. More energy danced and swirled around the form and the wolf was having trouble deciding whether or not it was being absorbed by the creature… or created by it. His internal debate was cut short as cracks began to form in the surface of the tube, a clear indication that the process was nearing its end. The cracks were small at first, but quickly did they become larger as the creature trapped inside gained full control of its senses once more.

"ROOOOAAAARRR!!" came a scream as the glass cylinder shattered, releasing the liquid inside all over the floor as the glowing wires, taxed beyond their limits for too long, were reduced to simple slag. The sight was so frightening Sleet lowered his weapon without even realizing it. The bright lights died, casting the room once more into the dim twilight of before. Despite this, Sleet could clearly see a spiky figure standing in the remains of the tube, his back turned to the trio of witnesses to his resurrection as he did so. His basic shape called to mind a similar creature, though Sleet would have been hard pressed to explain that individual's presence in so secluded a location. Dr. Robotnik's brain, more hotwired towards his hated enemy than Sleet's, seemed to have no trouble coming up with a plausible scenario though.

"Sonic?! Here??" he growled. This misperception lasted only long enough for the hedgehog to acknowledge he was not alone and turn around to face them. All thoughts of the leader of the Sonic Underground were banished from their minds as they took in the fearsome specter before them. Black fur coated his body, broken only by the red stripes that decorated the upturned feather-tip styled quills of his head. Rather than short, tan fur that coated the bellies and chests of both Manic and Sonic, this hedgehog had a tuft of snow white fur protruding from his chest. He wore nothing save for a pair of white gloves and a red pair of shoes with what looked like jets on the soles. His eyes were his most striking feature, a blood red that burned with a hatred that stunned even Dr. Robotnik.

"No," he said in a quiet, even voice before asking, "Who are you?" The manner of the creature's explosive awakening swiftly fading from his memory, Sleet prepared a scathing comeback when the hedgehog continued his interrogation. "Where is my creator? Where is Gerald Robotnik? And why are there _MOBIANS_ in this base?" At this last part, the hedgehog began to appear agitated, as though preparing to force the answers he wanted from the wolf, human, and dingo. Remembering his orders from before, Sleet began to raise his gun, only to have his hand stayed by one Robotnik's metal ones.

"He is dead I'm afraid, for many years now," the rotund one said. "But I am his great-grandson, Dr. Ivo Robotnik." Red eyes glared at the fat human, appraising him to verify the story he told. Never before in his life had Robotnik hoped with all his black heart that the resemblance between the male members of his family was completely apparent.

"I see," the creature said, apparently deciding Robotnik was telling the truth. "And why have you awakened me?" As if to answer this question, the loud bang of metal fist slamming into the door outside reminded those inside that the robot that had chased them inhere had not decided to leave.

"We were searching for my great-grandfather's ultimate creation; Project Shadow." At the doctor's words, the hedgehog's eyebrow raised. "Unfortunately, it seems to have gotten a tad out of control."

"'Shadow' has gotten out of control you say?" the hedgehog said as he looked at them in amusement.

"Yes," Sleet barked, tired of this conversation, "and if we don't come up with some sort of plan soon, we're all going to be crushed." At this point the creature from the tube casually hopped down off of the now ruined machine.

"If 'Shadow' is no longer obeying orders, then it is useless," he said, a contemptuous aspect to his voice. Slowly, purposefully he walked over to the door Dingo had forced shut. Small, slender hands easily slid between the door and its frame. Robotnik, Sleet, and Dingo watched in shock as, with a simple pull, the little hedgehog forced the door that had protected them open, sending it crashing back into the wall. Out in the hallway, "Shadow" was revealed to have been in the middle of preparing another first strike against the door, its motion coming to a complete halt as the annoying barrier disappeared and it caught sight of the new interloper. Its glowing red eye stared at the black hedgehog before it, trying to ascertain the significance of this creature's appearance.

"New unknown life form detected," the robot called. "Preparing to terminate." So saying the war-bot leveled its right hand at the black hedgehog, aiming its guns for a quick kill. Rather than move out of the way, the ebony Mobian surged forward, his hands clamping onto the gun barrels that surrounded the bot's wrist and, one after the other, crushed all six just as the laser blasts were preparing to fire. Suddenly lacking an exit, the destructive energy exploded inside its own housing, destroying not only the guns, but also half of "Shadow's" arm.

"Primary weapon damaged, continuing attack," the robot called, lifting its other arm to attack.

"I don't think so," the hedgehog said as he leapt forward, the thrusters in his shoes accelerating his body for a bit before his body tucked itself back into a familiar ball shape. Sharp quills cut like a buzzsaw through the robot's arm at the shoulder. The attack also had the dual effect of detonating the missiles on the war-bot's shoulder, causing an explosion that shook the whole complex and sent the menacing machine crashing into the wall.

"Structural integrity severely compromised. Engaging secondary armaments." The black hedgehog leapt into the air above the robot, the jets in his shoes allowing him to hover menacingly above his opponent. Both the thumb and index finger on the hedgehog's right hand began to glow as he looked down hatefully at the critical machine.

"Your usefulness has come to an end, now rest in pieces," the black hedgehog called as he swiped his hand in the robot's direction, snapping his fingers as he did so. "Chaos Spear!" An arch of energy surged forward, piercing the armor plating of the robot's head, traveling down its chest. The hissing of metal could be heard as the beam cut the once fearsome monster completely in two.

Never before had Sleet wanted to grab his gun and fire so much. "Shadow" was supposed to be Gerald's ultimate creation, rivaled by none and completely unstoppable. And yet, as the red glow of its cyclopean eye died, it had most definitely been stopped by this scary black hedgehog.

_'It'd be smarter to take him out now, while he's still distracted,'_ the wolf thought as he once more prepared to take aim at the hedgehog. Suddenly Robotnik's voice interrupted him.

"That robot… it wasn't Project Shadow, was it?" the human asked, eyeing the creature he'd unwittingly released into the world. Against the background of the glowing flames coming from the destroyed robot, the hedgehog shook his head.

"I am Shadow."

* * *

Outside the complex, the SWATbots stood at attention, just as they had when their organic masters had left them. Mechanical sensors swept the area on alert just in case an intruder suddenly appeared.

The sudden sound of Sleet complaining that Dingo's incessant stupidity was giving him a headache drew their attention back towards the bunker's entrance. As the two Mobians emerged from the darkness of the bunker, they both noticed the SWATbot's attention, though only one noticed the sound of weapons being primed to fire. It had long been understood by Sleet that the SWATbots had an overriding code in their programming to kill them, a failsafe should the duo ever betray Dr. Robotnik on a permanent level and require the most extreme form of punishment. Sleet motioned for his partner to stop as they both waited for their employer to catch up to them in the Egg-Walker. The thudding, whining sound of mechanical legs walking grew louder as Dr. Robotnik too exited the bunker, Shadow the Hedgehog sitting at his side. The black hedgehog didn't really need the ride offered to him by the doctor but, as he'd needed to speak to the human at length, he'd felt it would be a simpler solution than trying to get his voice heard over the din of the machine.

Currently the two were discussing the current state of the planet; a subject Shadow needed enlightenment on given the fact that he'd been asleep for almost the entirety of the past century. They had spent the better part of the trek back with Shadow asking questions in a clear and clipped manner and Robotnik answering him as elaborately as he could. Of course Sleet was quick to note to himself that the answers given tended to hold the doctor's unique and somewhat slanted view on them. The wolf snickered. If Robotnik was to be believed, he had quite literally lifted the barbaric and uncivilized Mobians out of the mud and granted them prosperity and happiness with his benevolent genius, while the Freedom Fighters were a bunch of upstart hooligans who sought the return of a cruel monarchy that had denied its subjects even the most basic benefits of an industrialized society. If Shadow believed any of this, Sleet was quite prepared to go to the Floating Island all by himself and inform its guardian that he no longer held the title of "Nature's Most Gullible Fool."

As Dr. Robotnik's walker began to exit the compound, something unexpected happened. The SWATbots, programmed to make Dr. Robotnik's safety their top priority, noticed the unknown Mobian's presence at their creator's side and, acting on the command line "'safe''sorry,'" moved to neutralize the perceived threat. Shadow too noticed the hostile movements of the automatons, and had stood up and started his hands glowing again, obviously preparing for a fight. A fight that never got to start as Robotnik once more decided to intervene.

"SWATbots, lower your weapons and stand down," he commanded. Like the group of well-oiled dolls they were, all the SWATbots dropped their arms back to their sides. The rotund dictator then turned to Shadow, an apologetic look on his face. "Forgive them Shadow; my minions are a touch overprotective of me."

"Understandable," Shadow said. "They're still slag if they point their guns at me again."

"Yes," the doctor responded, sensing the situation needed to be dealt with immediately. "SWATbots, this is Shadow Hedgehog. He is hereby granted beta-class access and full citizenship within the empire." At their creator's words, each SWATbot's eyes glowed for a second as the data was registered.

"Beta-class?" Shadow asked.

"Yes, it will allow you to issue commands to the SWATbots, provided they don't conflict with mine… or Dingo's." At this, Sleet's lupine ears perked up a bit.

"What about me?"

"Since you're also beta-class, I'd imagine it would be some sort of 'last in, first out' type scenario," the human said flippantly.

"Dingo has a higher security clearance than me?"

"He is less likely to betray me than you," Robotnik stated, a glare telling the wolf that this was a line of questioning that would be most hazardous for him to continue to pursue. Turning back to Shadow as the Egg-Walker kneeled in preparation for loading, he continued, "Once we get back to my city, I'll create a more permanent file on you. Wouldn't want any of my SWATbots to accidentally mistake you for a rebel, would we?"

"No, you wouldn't," Shadow stated bluntly, the look on his face as he hopped down from the walker stating that this was one of the absolute truths of the universe.

"Err, quite right," Robotnik said as he too disembarked from the vehicle. Silently did the doctor then direct Shadow back towards the Command Carrier as it prepared to leave.

To be continued….


	3. Darkness Descending

Operation: Shadowfall

by Asher Tye

Author's Note: Sorry I'm so late with this, had a rather hectic day and I'm afraid this just got lost in the shuffle. Still, here's hoping no one thought I abandoned this story. Nothing much to say beyond that, so I'll just move right into the story. Fine with everyone? ;-)

Disclaimer: I don't own Sonic, Sonic Underground, or anything related to Sonic's copyrights. Sega and DiC own them. (bland, no?)

* * *

Chapter 2: The Darkness Descending

* * *

Sonia smelled pancakes.

_'Odd…'_

As the pink hedgehog opened her rose colored eyes and lifted her head sleepily from her soft, soft pillow, her dainty black nose could detect the scent of pancakes cooking. For a brief moment, the Princess thought she was in a dream. She'd had them before, where she was just a normal hedgehog girl, living with normal brothers in a normal house on a planet undergoing a normal day. A nice respite from her usual life, but ultimately still a dream which, as the sight of the interior of the Sonic Underground's tour bus proved, this was not. But if Sonia was not dreaming the smell of cooking pancakes that meant something even more impossible was happening. Someone was actually cooking pancakes and it wasn't her.

Her vision clearing, Sonia sat up in bed a little to gaze into the mobile home's small kitchen section where Sonic Hedgehog, wearing an apron that proclaimed "Kiss the Cook," was busy trying to flip one of the browning disks over in the skillet without dropping it. Getting up out of her bed, careful to avoid the dangling green leg of her other brother Manic, Sonia slipped on her robe and ventured forth to make sure her senses did not deceive her.

"Morning Sis," Sonic called in a somewhat quiet voice to avoid rousing the other two occupants of the van. Beside the blue hedgehog was a plate on which a large stack of almost a dozen flapjacks now stood. Some possessed more than a few burn marks on their brown skins, and one was currently a candidate for charcoal, but other than that Sonic had done an excellent job preparing breakfast.

"Wow, I wasn't sure you knew any other recipes besides chili-dogs anymore," she remarked.

"Like I always say, why try the rest, when you can have the best," Sonic quipped back with one of his trademark "suave" smiles. "But I thought pancakes might be a nice change of pace this morning, 'specially with all that fresh fruit we got yesterday." Sonia released a pleased "Mmm" sound at Sonic's morning selection. Every so often her blue brother proved there was more to him than just a fast pair of feet. "Hey Sonia, ya mind going to wake up the other two for me? I'm almost ready here." Nodding her ascent, the pink Princess moved back over to the tri-level bunk bed she and her brothers shared, ascending the ladder to the topmost bed where Manic slept.

The hedgehog drummer was sprawled out on his belly over his mattress, a pillow shoved to the side in favor of using the crook of his right arm as a headrest. His sheets were haphazardly tossed about and wrapped around his waist, though one leg remained free to hang over the bed's edge. As Sonia's eyes peered over the sleeping form of her brother, she couldn't help but let her gaze be drawn to her brother's wrists with a mixture of worry and annoyance.

Like his brother Sonic, indeed like most of the male population of Mobius, Manic slept naked, removing his familiar orange vest, belly-bag, gloves and shoes when he took his slumber. The only article of clothing he retained, which Sonia wished he wouldn't, were the spiked wrist guards he constantly wore. Always was she afraid that, during Manic's notorious tossing and turning at night, he would accidentally stab himself with the metallic spikes. More than once she'd tried to slip the loops of leather and metal from her brother's wrists while he slept, but the wily thief was simply too attentive of his possessions, even when asleep. Even now one of the spikes was jabbing Manic in his cheek as he lay asleep.

Reaching out a hand the female hedgehog gently touched her brother's hip, shaking him a little.

"Manic, wake up," she called in a soft voice. The green hedgehog wiggled a little, his nose wrinkling and scrunching his face as he mumbled incoherently. Again Sonia shook him, this time a little more forcefully. This time the words that came out of Manic's were very understandable.

"Come on Ferrel, just a few more minutes… I promise I'll lift a few extra purses today." Sonia frowned at this. Ferrel was Manic's old under-boss from back when he was an active thief. It had been into his care that Manic's bassinet had passed and he who had raised and protected her brother for sixteen years, just as Lady Windermere and Uncle Chuck had done for herself and Sonic. For that reason alone the old criminal had earned Sonia's undying and eternal gratitude. Still, if she ever met the man himself, she planned to have a very long talk with him on the morality of teaching children how to be thieves.

"It's not Ferrel Manic, its Sonia."

"Come on Sonia, just a few more minutes… I promise I'll lift a few extra purses today." Seeing the mischievous grin on Manic's face and realizing he was no more asleep now than she, Sonia reached out and slapped Manic sharply on the hip. "YEOWCH!!" the startled "sleeper" screamed, not expecting retaliation to come for him so soon. "Sonia, why'd you hit… AHH! Monster!" At this the green hedgehog began to point at his sister in fright. It took a minute for Sonia to recognize what had happened, and her eyes narrowed in response.

"Grow up Manic, it's just a facial mask," she said in an irritated tone as Manic began laughing hysterically. Yet another thing she'd have to "discuss" with Ferrel; Manic's odd sense of humor. Her task here complete, Sonia left Manic to search out the clothes he'd scattered in his bed as she descended the ladder, walking further back into the van and towards what looked like a wardrobe sitting in back. Though the two drawers at the base of the piece of furniture were indeed meant for holding clothing, the two doors above them were anything but.

When the Sonic Underground had become the joint guardians of the young Archmage of Shadakor, the question of sleeping arrangements for Tails had been brought up almost immediately. Though certainly cuddly enough, Sonia had pointed out that it was not really a good solution to allow the kit to continue sharing beds with the three hedgehogs. He needed something of his own. Thus had they gotten Cyrus to include a fourth bed in the reconstruction of their tour bus, a cabinet bed that even allowed Tails a certain level of privacy so he could get his much needed sleep without being disturbed by his elder room mates.

As she approached, the light sound of snoring caught her ear. Carefully did the pink hedgehog open the door to the tiny room. Almost immediately the tiny form of Clockwerk fell out, prompting Sonia to move quickly to grab the tiny machine. Though built sturdy, the small robot was Tails's most prized possession, and she knew the young wizard didn't like his mechanical familiar being banged around unnecessarily. For his part, Clockwerk looked up at Sonia with what could only be described as an indignant face. Indeed, the only reason the clockwork robot was not "ticking" and "binging" its resentment over being so unceremoniously dumped out of bed was most likely Tails's standing order for his invention to make no noise while he himself was asleep.

And asleep the fox was, lying on his back with a familiar book propped up against his ribcage; and the portable video game Manic had given him sitting in his hand, the screen still blinking and animated. Once more Sonia cast her green brother an annoyed look. As Manic was currently occupied with trying to find a clean, or at the very least presentable, vest to put on, he didn't notice. Taking the game from the kit's hand before he could wake up, Sonia made a mental note to hide it somewhere.

"Tails," she called, "time to wake up." Again her efforts were met with grumbling and mumbling. Suddenly one of the two tails from which Miles Prower derived his nickname shot out from under his sheets, wrapping itself around the cabinet doorknob and pulling the door closed again. This was what Manic noticed and in response released a short laugh much to his sister's consternation.

_'Of all the cheeky…'_ Quickly the she-hog flipped a nearby switch and immediately it could be seen through the cracks in the cabinet's joints that a light had come on inside the closet bed. Though a chain allowed Tails to turn the light over his head off or on at will, a kill switch on the outside let Sonia or her brother's do the same thing should the cub forget to, or decide to try to stay up secretly without his guardians' knowledge. Now it suddenly trapped the sleepy kit under a bright light, something Miles was obviously finding uncomfortable if the sudden scream and sound of a body shuffling and twisting around was any indication. Opening the doors again, Sonia found that Tails had sandwiched his head between his two pillows in an attempt to block out the sudden bright light.

Muttering about having gone from a Princess to a nursemaid, Sonia reached into the cabinet bed and pulled out both pillows and the covers for good measure.

"Nyah!" Tails whined as his orange furred body began to wiggle and writhe. Sonia was fully prepared to shave the kit bald if he tried to curl up into his two huge tails. This hasty action proved thankfully unnecessary as the kit grudgingly opened his eyes. "Ahh! Monster!" he yelled suddenly as Sonia's visage came into focus before his sleepy eyes, her green facial mask still very much on her face. At the loud proclamation, Manic began to laugh uncontrollably, falling to the ground as he clutched his belly and rolled around on the floor. Even Sonic couldn't help but laugh too, almost dropping the plate of pancakes he'd been bringing to the small dinning table. Eyes narrowing at these discourteous males she had found herself living with, Sonia could only steam.

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Once breakfast had been concluded, before which Sonia had gone into the common bathroom to wash her nightly beauty treatment from her furry face, Manic had moved outside the tour bus to perform what was quickly becoming his own morning ritual. Reaching into his belly bag, the green hedgehog withdrew a long string, at the end of which dangled a black stone shaped a little like a teardrop, a final gift from Tails's Uncle; Merlin Prower. The older sorcerer had said that the stone had the power to find the hedgehog trio's lost mother, Queen Aleena. Unfortunately, the fox-mage had neglected to tell Manic HOW the stone could perform this little trick before banishing himself to the Void, perhaps even considering figuring out how to make the gift work a test for the young thief's betterment.

Manic hated tests; they were boring and made his head hurt. Thus it was little surprise that, after failing to get the stone to work for him after a few times, he'd taken the artifact to the only wizard he knew of; Tails. Offering everything he knew about machines and electronics in trade, Manic had asked the child-mage to show him what spell or potion he needed to make the stone work. In truth he'd actually planned on tutoring the kit in technology anyway, but such a little bit of bribery would have hopefully helped to circumvent any instructions the kit had been given to "Let the hedgehog find his own way." Ecstatic over the prospect of having his insatiable curiosity about the world he was now in quelled, Tails had proven quite eager to help.

_'Besides, being sneaky is my way,'_ Manic had thought at the time. As it turned out, the spell on the stone was quite basic and could easily be activated by someone lacking even the most rudimentary amount of magical talent. All that the wielder needed was the stone and some means to allow it to catch a bright light. Such good news was this that Manic had even ignored Sonic's laughing suggestion that Manic just turn his head sideways and let the sun shine in. Once the stone was reflecting a light upon its surface, all the potential user had to do was focus on the person to which the stone had been attuned, in this case Queen Aleena, and the stone would focus the light's rays into a beam pointing in the direction of the target.

Manic had tried and tried, focusing with all his might, but no beam of light came to him. When asked about this, Tails had surmised that the problem was that Manic was focusing TOO hard, trying to demand more of the stone than the spell inside it was intended to give. A delicate touch was required, like a safecracker's. Though the green hedgehog had somewhat bristled at the analogy, reminding himself that the kit was only trying to help, he'd taken the advice, hoping to gently push the stone into telling him what it could about his mother's location. So far he was having little luck, but he could feel the stone trying to respond to his desires.

_'I'm getting closer, I know it,'_ he thought to himself as the stone began to shine in the morning light. The sound of a door closing, however, broke his concentration as he looked up to see Tails exiting the van, his ever present shadow Clockwerk at his side. The fox was wearing his typical outfit of shoes, gloves, and his prized aviator's goggles. A strap cut diagonally across his white furred chest and belly, holding a pouch to his hip. The light blue vest he'd often worn in Shadakor was gone, however, carefully folded up inside the drawers of his cabinet bed, waiting for less detrimental conditions for it to be worn in. Under his arm he held the spell book his Uncle had given upon his ascension to the rank of a full Journeyman mage.

"Any luck yet?" Tails asked as he spotted his green friend.

"Nothing so far, little dude," Manic admitted, "but I'm thinking I'm gettin' warmer. When I concentrate I can feel this faint, I don't know, tugging, I guess, at the back of my mind." The fox smiled a pleased smile.

"That's the spell trying to make sense of what you want," he explained. "It's a simple spell and needs simple, clear commands. But don't focus too hard on it or you'll overload it."

"Yeah yeah, I know," Manic said. "Was Merlin this hard to understand when he was training you?"

"Uncle Merlin liked peppering his lessens with philosophical ideas," the kitsune pointed out with a laugh, "I'm trying to be as clear as possible."

"If you say so kid." It was at this point that Manic noticed that the smile on Tails's muzzle had not faded even a little since he'd first laid his aqua-colored eyes upon the green mechanic. "Okay, why do you look like the fox that just got asked to guard the chicken coop?"

"You promised you'd show me how an internal combustion engine works. I figured, since Sonia and Sonic are busy and you're almost done…" Tails allowed the statement to trail off at that point.

"Nuh uh, no can do little bud," Manic said, his thick head of quills shaking as he shook his head. Immediately Miles Prower's face turned from eagerness to consternation.

"But you promised…" he protested as Manic held up his hand.

"I will, I will, T2," he said, trying to placate the cub he had accidentally upset. "But not out in the middle of nowhere. Wait until we get to a city where we stand less of a chance of getting, you know, stranded if we lose any of the important pieces."

"Ah but…"

"Besides, Sonia still hasn't forgiven me for showing you how her hairdryer works and you losing the pieces." Being reminded of the scolding he'd gotten for this little incident caused the vulpine's ears to fold back in embarrassment.

"I didn't exactly lose them," Tails mumbled, casting a backwards glance at Clockwerk who hovered complacently behind him. "Okay, I guess I'll go practice some of my spells then," he said louder in a defeated tone.

"Hey, cheer up, kid. I'm drivin' and Sonia's navigating while we're on the road today, so maybe Sonic can teach you some more Freedom Fighter stuff." At Manic's words, Tails's face once again perked up. The past few months Sonic had been teaching the boy signs, countersigns, signals, and encryptions used by the Freedom Fighters, trying to bring their newest recruit completely up to speed on the organizations methods and mannerisms. In point of fact, each of the trio had taken to tutoring their new charge when they got the chance. Sonic was teaching the boy the ins and outs of the Freedom Fighters, Manic was showing off his skill with technology, and Sonia was making sure the boy was versed in social etiquette and diplomacy. Though the pink hedgehog's curriculum had met with some resistance at first, Sonia had been quick to point out that, like them, Tails was essentially royalty, and were it discovered that they'd failed to show great Archmage of Shadakor how to act proper in a dignified setting, Merlin would most likely flay the three of them alive. With such a potential threat hanging over their spiky heads, Sonic and Manic had seen the light and the reluctant Tails found himself learning which of three forks was the proper one with which to eat fish. Still the kit was quite flattered about the attention, taking these lessons to mean he really was considered a part of the group he'd held in such awe before.

"Yeah he said he'd show me how to identify members of the nobility who were actually Freedom Fighter supporters. There's supposed to be some kind of sign they have that identifies them as being safe?"

"Eh, don't ask me. One noble's just as snooty as the others. Sonic's the one who always seems to be able to tell friends from foes with those guys."

"You don't like the nobles much, do you?"

"Ferrel always said no matter what a man is supposed to honor his word, keep his promises, no matter what doing so could cost him. We were a gang of thieves but we could trust each other to keep our word, always. The nobles promised their loyalty to our mother, and then switched sides to Robotnik when he took over so he wouldn't disrupt their fancy lives." At Manic's explanation the green hedgehog's face became uncharacteristically dark. "They got to sip wine and toss out food not cooked to their liking while we had to scrounge and steal for everything we had. I don't care how much they try to make up for that, in my book they're always gonna be traitors." Tails took a step back at the venom contained in Manic's voice. It was at this point that the pink head of Sonia pocked itself out the doorframe of the van.

"Tails, Manic, the dishes are done so its time to go," she called, breaking her brother out of his foul mood.

"Looks like its time to head out kid," the green hedgehog said as he and the fox moved back towards the vehicle. Inside, Manic took his position in the driver's seat, a smile on his face that he was finally being given the chance to drive. True it was only in areas where he had little to no chance of crashing into something, but it was still a start. Beside him Sonia took a seat in the shotgun position, a map in her delicate hands that she endeavored to unfold without ripping by accident. Tails and Sonic both took seats at the inset booth the quartet used for eating; the blue hedgehog waiting until they were underway before he began his lesson with Tails, while the fox made some room on his seat for Clockwerk to land and nestle next to him. Adjusting the mirrors for his own needs, Manic happily turned the ignition on the engine, starting the mobile home up to begin moving.

"Head 'em up, move 'em out!" he yelled as the van began to move forward.

* * *

Meanwhile, in the city of Robotropolis, a morning of a much different sort was also preparing to conclude. The dark city's newest resident, Shadow, stood in a barren room with a relaxed stance, eyes closed. Before him a squad of ten SWATbots stood, weapons trained on his slender form, waiting only for a command before they fired.

"SWATbots," Robotnik's voice called from over an intercom, "kill." The effect of the simple command was immediate as each robot fired their weapon, creating a barrage of laser fire heading towards their target. Blazing eyes snapped open as Shadow shot forward, his light body being propelled by the thrusters in his shoes at a speed that was comparable to that of the infamous Sonic. The SWATbots, programmed to specifically deal with such high velocity opponents, attempted to disperse as the ebony figure crashed into their ranks, each one moving to reestablish a weapons lock on their opponent. Shadow reached the center of the group and performed a pouncing leap, springing towards a SWATbot he mentally began to refer to as One. The machine's arm was too slow to bat the Ultimate Life Form away and Shadow was able to plant his feet upon the robot's chest just under its neck. One's comrades fired, their lasers tearing through their "brother's" metal flesh in the hopes of destroying their target as well, a standard strategy of the SWATbots. This was a hope made in vain, however, as Shadow had already removed himself from danger, gracefully somersaulting over the remaining nine robots before landing cat-like on the ground. Once more he surged forward, picking a new target.

The hapless Two had been turning to face Shadow, but again SWATbot mechanisms proved too slow. The black hedgehog was already at the machine's feet as it finished turning, and the ebony warrior once more leaped upward, tucking his body into a black ball. Sharp edged quills easily sliced through metal, wire, and circuitry as Shadow violently entered the robot's stomach at an angle, bifurcating the automaton before being launched out of the back of its head.

Their target now in the air, and unable to maneuver as he had before, the SWATbots that remained once more took aim with their weapons. This time they launched a barrage of missiles, hoping that, even if they missed, the explosive force of the missiles would at least injure Shadow enough for a second shot. Stopping his own rotation, Shadow uncurled himself from and began to swing his arms and legs, swatting and kicking the explosive projectiles away from him and back to the ground below. Recognizing their peril, the SWATbots scrambled to escape the rain of destruction falling upon them, but the limitations of the room made this an impossible task for two of the unfortunate mechanoids. As Three and Four were reduced to smoldering slag by their own missiles, Shadow again landed on the ground with a grace and calm the belied his situation.

It was then that one of the SWATbots decided to use a different tactic to defeat their target, charging at Shadow's exposed back in an attempt to flatten the hedgehog with his fist. The black hedgehog moved faster, however, grabbing the outstretched arm of the unbalanced SWATbot as it came crashing forward. Twisting his own body, Shadow used the heavy Five's own momentum to throw it over his shoulder. Though the arm he held did not detach, the sound of snapping wires indicated some damage had been done by this maneuver, and the Ultimate Life Form took quiet note of this flaw for future reference.

Flipping Five hard, Shadow sent the thing sailing into one of its compatriots with enough force to slam both robots into the wall, creating a fairly deep impression. Wasting not even a second, the hedgehog quite literally rocketed forward, for the kill, his hand glowing as he brought it across his chest.

"Chaos Spear!" he yelled as his hand swiped forward. Just as in the bunker, a shaft of energy appeared. This time, though, Shadow kept hold of the spear, using his own momentum to drive the tip of the spear into the midsection of the front SWATbot, out its back, and into the body of the one behind, effectively impaling both against the wall. Shadow could almost hear the shrieks of agony from Five and Six as their internal circuitry was dissolved by the power of chaos before going silent. The attack completed, the chaos spear disappeared as Shadow turned to face his remaining opponents.

Their numbers having been reduced now by more than half since they'd started, the SWATbots held their positions defensively. No longer willing to wait, Shadow charged at Seven. A gun raised from its forearm as the ill-fated robot attempted to force Shadow to break off the attack, but a swift kick from the hedgehog proved enough to force the gun to fire in a different direction, blasting SWATbot number Eight instead. Chaos enhanced muscles forced the gun wielding arm to bend at the elbow as a second shot was fired, striking Seven itself in its head. Even before the two blasted robots fell to the ground, Shadow was on the move again, headed straight for Nine. His hands, once more glowed as he prepared his attack.

"Chaos Spear!" he again called. This time it was four smaller shafts of energy that were launched, each striking the robot in its shoulders or hips and severing mechanical limbs from a mechanical torso as Shadow himself struck it. The suddenly quadriplegic shook and twisted as it fell to the ground, struggling to find a way to throw the hedgehog from its chest. The struggles ceased, however, as Shadow's hands jabbed into the android's neck, brutally ripping out the wires and circuits the SWATbot depended on to relay commands between its CPU and its various systems. Sparking wires still in his hands, Shadow rose slowly to his feet, his head lolling to the side as he gave his final opponent an almost predatory glare.

Number Ten stood stock still as it stared back at Shadow, its visual sensors taking in as much data as it could as it tried to compute a possible strategy to defeat its menacing opponent. It was a popular misconception amongst the Freedom Fighters that the SWATbots could feel fear, that constant destruction at the hands of the Sonic Underground made the once fearsome robots unwilling to face groups larger than themselves. The truth was something else. Programmed to seek victory at no matter the cost, with a subroutine built in to protect them from doing something stupid like hurling themselves off a cliff to attempt to crush a Freedom Fighters below, the SWATbots systems took time to analyze the best course of action open to them to seek such a victory. Thus it was that, now confronted by a creature it had just seen effortlessly taken out nine of its comrades, Ten was at something of a loss as to how to deal with this problem.

Finally deciding on a course of action, the SWATbot moved forward a step. Whatever plan it had formulated to deal with the threat it had been ordered to terminate got only that far as Shadow's snapped fully open.

"CHAOS BLAST!" Concentrating his power, Shadow pointed a gloved palm at the lone machine. In a blast of red energy the SWATbot exploded, its pieces flying in all directions as it finally shared its squad mates' collective fate.

_'Breathing normal; heart rate normal; pulse normal… It would seem my body has finally revived completely from its long dormancy,'_ Shadow thought with a sense of slight satisfaction. The door to the room slid open and the huge form of Dingo entered, a towel on his arm, a bottle of water in his hand, and what he no doubt perceived to be a thoroughly friendly grin on his face.

"That was Bonza!" he cried in congratulating excitement. "I mean, I've used the doc's robots before for me own exercise workouts, but I never fought ten of 'em at the highest level before." Shadow caught the towel as it was tossed gently to him and wiped his brow of the marginal perspiration that had appeared on it. Once his vision was no longer blocked by the piece of cloth, the black hedgehog found himself staring at the bottle of water being thrust in his direction. "Figured ya might like a cold drink after that mate."

"I don't need water," Shadow stated simply, though he took the proffered bottle. It was at this point that Dingo began to yammer about how it was important to stay hydrated and all that, no doubt attempting to make small talk with Shadow. Not that the black hedgehog minded. It was fairly easy for him to tune others out and knowing someone was a talker often meant it was easier to get information out them if needed. Thus it was little surprise that his keen hearing picked up the whirring sound of an electronic lens focusing, causing his quill covered head to look up at the seemingly barren ceiling, and the small camera hidden in the corner. Robotnik was watching this.

_'Good,'_ the dark hedgehog thought. _'Let him get a glimpse of my power. Maybe then he'll actually come up with something to do with me, rather than leave me here to rot.'_ In the past week he'd been in the city, all he'd had was idle time to work with, cooped up in this metallic coffin called the Command Center. Well, perhaps cooped up was an exaggeration. Though his ability to order around SWATbots was somewhat limited, Shadow had yet to find this limitation inconvenient. Anything he wanted he had only to ask for. Books, movies, equipment; all had been delivered to his rooms within moments of his stated desire. He was even free to leave the building if he so chose and enter the city, though the doctor insisted that he do so with a guard of SWATbots for "protection."

Wiping his brow again, the ebony hedgehog began to leave the room, heading back to his own quarters only to be stopped by a large hand grabbing his shoulder gently. For the briefest of moments, Shadow's body tensed as he prepared to retaliate against this incursion against his person.

"Oh yeah, the doc wanted me ta tell you he needs to see ya," Dingo stated quickly, perhaps sensing his own peril, though Shadow doubted that. "If you need help finding his control room, I'll be happy to show ya the way again." From any other set of lips, this might have seemed like a way to ensure Shadow's cooperation. Having spent a week in the company of this somewhat dim-witted Mobian, Shadow had little doubt in his mind the offer was actually being made in earnest.

_'Big dope probably still gets lost around here himself,'_ the dark hedgehog thought snidely. Publicly he made another statement.

"That will not be necessary; I remember the way from the earlier tour I took here." With that statement, Shadow picked up the pace as he walked away.

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In his control room, Dr. Robotnik watched the replay of Shadow's morning "exercises" with a mixture of savage joy, trembling fear, and, oddly enough, great concern. It was with savage joy that he thought about turning such great destructive power loose upon his enemies. The images of what the black hedgehog could do to the Freedom Fighters, three in particular, made him quiver in childish glee. Of course the fear came from the idea that Shadow's destructive power could do the same horrible things to himself if the hedgehog were so inclined. Dr. Robotnik detested free will, the ability to choose what one would do of one's own volition. There was a very good reason that the vast majority of his underlings were mindless machines or spineless sycophants.

The concern was new however. As he watched Shadow so effortlessly destroy ten heavily armed, combat ready SWATbots all by himself, he couldn't help but feel it. Oh the concern was not over the loss of the SWATbots of course. They were the mass produced footmen of his glorious grand army, easily replaced by the hundreds if the need arose. No, his concern was more for how he would impress upon Shadow the need to help him exterminate the rebels. Though the doctor had been sure to give his own unique slant on Mobius's current events, Shadow seemed totally apathetic towards the situation. Though he'd taken that attitude at first as a blessing, using Shadow's inactivity as a chance to isolate the creature and figure out how his mind worked, it had quickly become disconcerting for the rotund one. Having spent most of his life either being fawned over by sycophants or reviled by enemies, Robotnik was very unused to being treated with such… indifference. At the very least he'd hoped letting Shadow play with some of his SWATbots would earn him some respect in the ebony hedgehog's eyes as the creator of fearsome robotic weaponry, but as he so easily defeated opponent after opponent, Robotnik knew this simply wasn't the case.

And he was running out of time.

Sleet might have foolishly believed his master to have been lax in keeping an eye on his under siege empire, but the doctor had not been. He was well aware of the fact that his kingdom was imperiled, that his defeat at Shadakor had served to bolster the rebels' efforts to undermine his authority. He was also very aware of the pattern developing in the Freedom Fighter's attacks, hence why he'd gone to retrieve Shadow in the first place.

_'If I cannot gain Shadow's assistance, win his trust, then those miserable vermin have a real chance at defeating me,'_ he thought miserably. The sound of a pneumatic door opening behind him caused the Lord of Lard to shift his attention. Composing himself for the task ahead, the rotund human turned his chair around to face his new visitor; Professor Gerald's Ultimate Life Form.

"You asked to see me?" Shadow queried in a rhetorical voice. As of yet the dictator had not attempted to order his great-grandfather's creation about as he would have his other underlings, due in no small part to the display of power he'd witnessed back in the compound in Deep Jungle.

"Yes, I did. And I 'thank' you for being so prompt," Robotnik responded, wondering if the bile that had been conjured to his throat by uttering that detestable word had been noticeable. "I was wondering how you were finding your accommodations. Are they to your liking?" He'd given the surly hedgehog one of the very best rooms in the Command Center, a somewhat transparent attempt to curry the creature's favor. Though it had been many years since he'd had to do so, Robotnik still very much knew how to play the game of flattery.

"They are adequate," Shadow responded as though he were speaking of a simple bed and basin in some seedy motel rather than the opulent domicile Robotnik had provided him. It was with supreme self-control that the evil dictator swallowed the indignant rage he felt at the comment, particularly given that Shadow's last room had been a glass tube.

"It is good to know that," Robotnik finally managed to grind out. "And have your needs been seen to to your satisfaction as well?"

"If you're referring to that… worker-bot as I believe you called it that you sent to serve me, she has been most helpful," answered Shadow. "Though I will admit I find her appearance somewhat unsettling. Why you would construct something so ugly looking is beyond me." Robotnik smiled at this. This was the conversation he'd been hoping to get into when he'd assigned the former Lady Windermere as Shadow's servant. It was also the perfect lead in to the question he'd wanted to ask all week.

"I do not design the worker-bots, Shadow," Robotnik corrected his guest, "I create them from living Mobians." It was at this point that, for the first time since they'd met, Robotnik witnessed an actual reaction from Shadow other than apathy. What surprised the doctor was the fact that the reaction was not the disgust he'd been so ready to defend against, but rather an inquisitive raising of an eyebrow.

"You 'create them from living Mobians?' How?" The smile grew on Robotnik's face. If Shadow were not put off by this fact but instead merely curious, there was actually a good chance the demented scientist could woo this unsuspecting construct to his side yet.

"Worker-bots are the criminals of my society Shadow, those Mobians who break my laws and must be punished. Rather than waste my empire's precious resources keeping these miscreants imprisoned, I simply roboticize them and use them as a cheap form of labor… only for a set period of time of course."

_'Like say, forever,'_ the merciless man chuckled inwardly.

"In point of fact, the worker-bot I assigned to you was guilty of one of the most 'evil' of crimes that can be committed; she supported the rebellion against me."

"You spoke of this Rebellion before, the Freedom Fighters they're called, aren't they?" Shadow's hand went to his chin. "An odd name for a terrorist group you claim are bent on bringing back an evil and oppressive regime."

"In my assumption of power, I'm afraid I had to somewhat limit the citizenry's own freedoms; to ease the transition you understand. Such excessive lack of restriction had created a chaotic environment that the decadent Hedgehog Dynasty used to conceal their failings and corruptions."

"The Hedgehog family," Shadow said as his hand clenched into a fist. "Yes, I remember them. They ruled Mobotropolis back before I was sent into hibernation." Robotnik's eyes widened somewhat as he witnessed his guest's harsh reaction to Mobotropolis's former ruling family. Was it possible he had some sort of grudge against them? Such anger was certainly an unexpected twist to Robotnik, but it was not a twist he was unwilling to exploit. A quick tap at the console of his computer summoned up a picture of Queen Aleena's three offspring to the screen.

"As it happens, these three are descendants of your own King Hedgehog, and the leaders of the Freedom Fighters themselves."

"So these are your enemies," Shadow observed, his gaze fixating on Sonic's blue form. "They don't seem like much."

"They are craftier than they appear. I can't tell you the number of times they've managed to stop me from subjugating… er, I mean 'improving' the lives of my citizens. And now that they've been joined by that troublesome little fox whelp," at this a picture of Tails appeared alongside Sonic, Sonia, and Manic, "they have become bolder still, convincing some of my less grateful subjects to enter into a full revolt against my benevolent rule."

"Sounds like you have a real problem on your hands," Shadow said, offering nothing more, much to the irritation of his host. Still Robotnik had been counting on this type of response.

"I feel I should be honest here, Shadow. I did not enter that bunker with the intention of freeing you. I was looking for a weapon, something, anything that could allow me to counter the Freedom Fighters, protect my loyal subjects from harm. In all likelihood, had that robot not attacked us, it would have been the one brought back to the city, not you."

"Lucky for me."

"I don't believe in luck," Robotnik stated with a smile. "You were created more than a hundred years ago by my ancestor. I cannot begin to pretend that I understand why he placed you in hibernative stasis, but I do know he intended great things of you, for you to make this world a better place." Shadow cast a smirking glance at the human and Robotnik could tell he was marginally flattered by the assumption.

_'Ah, arrogant pride, what a wonderful fault of such lesser creatures,' _the dictator thought.

"But you are a stranger in a strange land, Shadow, without friends or allies to help you as continue through life. And, while I have little doubt you could survive on your own, such isolation can be painful, unfulfilling, particularly for one possessing such talents. Cut off from the rest of the world by the simple fact that you are unique."

"But, while you do not have friends to help you yet, you do possess… family." A robotic hand placed its palm over the doctor's massive chest. "I too am offspring to Gerald Robotnik and, though I could never fill his shoes, I would at least like to try. To offer you a home and guidance as you seek to reestablish your life."

"All contingent on my helping you destroy your enemies, correct?" Shadow asked in an accusatory tone. It was at the tip of the human's tongue to answer in the affirmative, as he probably would have done with anyone else, but he managed to hold his baser instincts in check and continue with his plan. At the hedgehog's accusation, a look of hurt spread across Robotnik's rubbery face as his hands raised in defensiveness.

"No, no, I would never be so base," he lied blatantly. "My home is yours for as long as I can make it so. At least until the Freedom Fighters invade my city and sob imprison me. Of course you, looking like a Mobian as you do, should have no trouble convincing them you're not an enemy." At this point, Robotnik turned his back to Shadow, as though trying to hide the sadness of his face. In reality he cast a sneering smirk at the black hedgehog, attempting to gauge his word's effect on Shadow.

"It is true. I am alone in this world and am in need of someone to help me fit in, to find my place. Professor Gerald always said I would do great things for Mobius, and it is a legacy I must fulfill."

"And why shouldn't it be I who helps you find your place in our world, hmm? You could certainly do far worse."

"And as long as you're helping me, I suppose it would be ungracious to sit idly by while your enemies try to destroy you. Especially since you are the last of my creator's line."

"Posh, do not even consider such an obligation." Now Robotnik's head fully turned to gaze full on at his guest as Shadow began to look introspective. Red eyes danced in glee as he anticipated the words he was about to hear.

"My decision is clear," Shadow said as he stepped forward and Robotnik turned around to face him. "Tell me what it is you require, Lord Robotnik, and I shall obey." So saying, Shadow extended his hand to the fat human, a hand which Robotnik eagerly took in his own.

To be continued….


	4. Through the Darkness

Operation: Shadowfall

by Asher Tye

Author's Note: As promised, here comes chapter three of the story. I seem to have lost one reviewer though. Whatever did I do to make you upset? But to all those who did review, thanks bunches, your input keeps me going. That said, now for the (semi)legal mumbo-jumbo

Disclaimer: I don't own Sonic, Sonic Underground, or anything related to Sonic's copyrights. Sega and DiC own them. (bland, no?)

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Chapter 3: Through the Darkness.

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"Hey, Iron Pants!" At the sound of the derogatory name it had been called, and in direct violation of the Laws of Robotnik no less, the SWATbot turned upon its heels in order to arrest the one who had made the call only to catch it full in the chest as a spiky blue blur slammed into the mechanical man, slicing through its metal armor and shooting out its back to the ground below. As he landed on the ground, Sonic held a nasty grin on his face, evidence of how much he loved pulling that same trick on the less than intelligent robots. Behind and above him the defeated SWATbot fell backwards in a sparking heap, its metal body hitting the ground with a heavy thud. Emerald eyes cast about for a new target, a commodity of which there was no shortage of right now.

Hundreds of SWATbots moved about the city of Dormowse, blasting left and right at Freedom Fighters and their allies as the Mobians sought to end the city's occupation. Every Freedom Fighter cell in the area had been called in to help with the liberation of Dormowse, and quite a few had seemingly shown up out of the blue from other areas as well, just as it had been with Edge City the week before. And of course such an event had almost demanded the presence of the Sonic Underground.

Out of the corner of his eye Sonic watched his sister use a flying kick to knock a SWATbot from its hoverbike, sending the now unmanned vehicle careening into a gun turret placement that had been giving the Mobians a touch of trouble. The robot pilot himself was immediately set upon by three other Freedom Fighters who proceeded to tear the mechanical monster apart with their weapons.

_'That is some seriously repressed anger being let go of there,'_ Sonic thought flippantly as he raced forward, drawing some fire off another group that had been pinned down, a group of locals fighting for their home apparently. Dormowse had been ripe for revolt even before the Sonic Underground had come, so it had been quite easy to convince the average citizens to fight once the battle had begun. Though a few Mobian bodies sadly littered the battlefield, their numbers were dwarfed by the sheer amount of destroyed SWATbots. The fight was quickly becoming a slaughter for the mechanized soldiers, despite their superior numbers.

"Sonic," called a voice from the earpiece the hedgehog prince wore.

"Talk to me Tails, what's the sitch?" Sonic responded, casting his gaze skyward. Above the battlefield Tails flew through the air, a curious sight to behold as he helped to coordinate the Freedom Fighters' attack, warned of enemy movements, and occasionally sent down a lightning bolt on an unsuspecting machine.

"There's another battalion of SWATbots headed your way," he said, trying to sound as professional and "unkidlike" as possible. Sonic kindly kept from chuckling at the kit's falsely gruff voice. "It looks like they're bringing some sort of artillery guns with them."

"Those could be problem," Sonic reasoned as he pressed a button on his earpiece that caused it to change frequencies. "Sonia, our furry eye in the sky says Ramirez is sending another SWAT-butt battalion at us."

"Roger Sonic," the pink hedgehog replied over the line, "I'll spread the word so everyone is ready."

"'Nother problem, sis, Tails says the bots are packin' some major hardware to throw at us; heavy artillery."

"Not surprising, Ramirez knows we don't have anything in the way of armor to protect us," a new voice, the one belonging to Cyrus, commented.

"Cy? What are you doing on this frequency?"  
"Giving Sonia a crash course in how to fly hoverbikes for our troops," the lion admitted.

"I figured we can give Tails some support up there, make him a little less of a target." Sonic smiled as a thought occurred to him.

"Better idea; have the bikes take over recon for Tails so he can join me. I think I just thought up a way to scrap that whole battalion before it gets to us."

"Sonic I don't think it's a good idea to take a minor into a battlezone like that."

"I agree, but since none of US would be here if we followed that rule, I say we use every trick we got." Before the pink hedgehog could spit out a snappy comeback, Sonic switched frequencies again. "Yo Tails, you up for a little bit of fun?"

"Yoha, bro-ha."

"Manic? What are YOU doing on this frequency?" the once again confused hedgehog asked.

"T2 was checkin' up on me, makin' sure me an' Clockwerk were still good ta go."

"I thought I was supposed to keep everyone in the loop about everyone else?" Though neither party could see him, Sonic smiled and nodded his head.

"Too true, way to stay ahead of the curve little bro," the blue hedgehog. "Sonia's about to send up some hoverbikes to take over for ya…"

"But I thought I was doing a good job!" Tails protested, sounding for all the world like he'd just been told to never take to the sky again.

"Can't be helped bud, I need ya down here with me right now," Sonic explained quickly as he spindashed through a few more SWATbots. Whatever sulking voice the fox kit had been preparing to defend his assigned job with died on his lips before he spoke next.

"W-What?" he asked in an unsure voice.

"I need ya to help me take out that battalion of SWATs you saw. Keep our friends from gettin' pancaked."

"You need some back-up, bro?" Manic asked in a concerned voice.

"Nah, keep your mind on your part of the mission Manny; Tails and I 'll be more than enough to take out a few Robotnik rejects."

"Just… Just us?" Tails asked, a hint of nervousness in his voice. Not that Sonic could blame him. Though the fox wizard had been getting bolder with exposure to being a Freedom Fighter, he was still very much a little kid and could be intimidated by daunting odds, especially since, in Sonic's opinion, the fox didn't have a realistic idea of just how powerful he was.

"Whatsamatter keed, doesn't sound sporting or something?" the hedgehog joked casually, allowing some of his own overwhelming confidence to seep across the radio waves to his foxy friend. This seemed to have the desired effect as, at the absurdity of Sonic's statement, Tails giggled.

"Not at all Sonic, let's go trash those bots," Tails responded, trying to sound as cool and brave as his hero.

"Then keep an eye out for Sonia's biker brigade and meet up with me at ground level when they get there." With a second thought, the hedgehog added, "Oh and Tails, hold off on the pyrotechnics when you do, okay. We don't need to be telling that chump chimp Ramirez what we're up to."

"Roger Sonic, I'm enroute." Smiling, Sonic took off in a blue blur of motion.

& & & & & & & & & & & & & & & & & & & & & &

"Roger Sonic, I'm enroute," Tails said as he spotted the rising hoverbikes coming to meet him. The lightning spell he'd prepared died on his lips as the crafts' Mobian pilots waved at him, none of which likely noticed just how perilous their ride could have become.

"'Tails' right?" the one closest to the flying fox asked. Tails nodded. "Pleasure to meet you kid, we've been sent to relieve you apparently."

"Thanks, just remember to keep an eye out for any groups of SWATbots forming," Tails instructed, though he was truthfully aware this little bit of advice was common knowledge. Quickly aqua eyes scanned the battle ravaged city below him, searching for any sign of Sonic. A cobalt streak weaved its way merrily between some SWATbots, catching the fox's notice. To anyone else, it might have appeared as though the SWATbots had successfully corralled Sonic with their lasers, keeping the hedgehog from advancing close enough to attack them. To Tails, who had spent the last few months getting to know his spiny blue hero, it was plain the hedgehog was simply toying with the robots, killing time until his aerially inclined ally arrived.

Mentally the fox called for the termination of the Aeroni race spell he used for long term flying so he could begin his descent. Though adept at flight and quite capable of performing the deed under his own power, Tails was also aware of his own physical limitations. Employment of the spell meant that the fox could offset his own bodyweight as far as gravity was concerned by creating a localized, artificial updraft; a fact which greatly reduced the strain on his muscles and let him stay airborne much longer. Now, with the spell gone, gravity once more held sway over the cub's young body and he could feel it as his tails had to work harder to keep the apparently increased weight aloft. Slowly he began to descend, adjusting the rotation of his posterior appendages as he surrendered himself to the planet's inexorable pull. Though it was still possible for the wizard to misjudge the variables affecting his landing and find himself planted nose first in the dirt, years of practice rendered this outcome all but unlikely. Hovering just a half foot off the ground, Tails's tails stopped their rotation and he landed, hopping on his feet once as he accidentally lost his balance for a moment before he ran over to Sonic's general area.

"I'm here Sonic," the kit announced, which Sonic took as a signal that his game was over. Just as Tails had thought, the SWATbots had been no real threat to Sonic; proven as the hedgehog leapt forward and buzzed through each one as though they were made of rice paper. Even before the last one fell, Sonic came to a stop right in front of his double-tailed comrade.

"Hey-ya lil' bro, glad you could make it," the Prince called in a jovial voice as he flashed the fox a thumbs-up and a smile. "Ready to go recycle some SWAT-butts?"

"Um… well… I guess so. It's why we're here, right?" Tails asked nervously. Though Sonic's earlier pep talk had helped to allay some of his fears, they were still far from gone and the young kit remained unsure he'd be able to help Sonic destroy so many enemies at once. His Uncle could have done it with great ease, and he'd actually seen his late Grandfather do it as well, but he had only just reached the rank of Journeyman; barely out of being an apprentice. "Sonic are you sure you want me to help here? I'm not exactly up to casting cataclysm spells or anything like that, you know."

"It ain't how much power ya got kid, it's how ya use it," Sonic contended sagely, resting a reassuring hand on the boy's shoulder. "Trust me, you'll do fine. Nothin' in the world like sending a whole bunch of Chubber-bolt's tinker toys to the scrapheap at once." Seeing that even this statement did not fully dissuade Tails of his anxieties, Sonic added, "Just follow my lead and you'll do fine Tails." The fox nodded, padding after Sonic as the hedgehog took off, his twin tails once again twirling behind him, though this time in the opposite direction so as to provide the thrust forward he needed to keep up with the blue speedster.

Moving at a brisk pace, at least as far as Sonic was concerned, it did not take the duo long to make it to where Tails had seen the SWATbots gathering. Taking cover behind a piece of destroyed wall, Sonic watched as the robots marched forward, advancing to the battlefield and his friends. Tails too looked at the machines, his eyes widening as he noted the sheer size of the fighting force.

"Maybe… Maybe we should get some help for this. Sonia… or Manic," the fox suggested in a gulp, and immediately feeling ashamed as he did so. Both Sonia and Manic were occupied with other parts of the battle plan and had no time to hold the nervous cub's hand. Still, old insecurities died hard and Tails still very much remembered the speech Naugus had given to him concerning his worth as a mage. Sonic was another story however.

"Call for help? For only about six hundred SWATs?" he asked, giving a short laugh. "I'd be laughed outta the Freedom Fighters Big Guy." Casting another glance at his opposition, the guitar playing royal continued, "'Sides, your spells 'll make this nothin' but a cakewalk."

"But I don't have the power to…"

"It ain't about power Tails. If it was, Buttnik woulda crushed us all years ago. It's about teamwork and strategy." At this point the fox found himself being pulled forward to once again look out at the horde of SWATbots. "And picking the right target, like those," Sonic said as he pointed at one of the large artillery cannons that were slowly lumbering along with the robotic soldiers. Its size alone made it seem more intimidating than the SWATbots and, though he knew it was nowhere near as combat capable as the smaller machines, Tails couldn't help but gulp at it.

"How do we take out something that big?" he asked.

"Not 'we,' you." Again Sonic pointed. "See those glowing canisters on its side?" he asked, waiting only long enough to receive a nod in response. "Those are the ammo containers for those big guns. Lots of power, but they're WAY unstable. That's why the 'bots gotta be so careful when they load 'em up. Now what we're gonna do is, I'm gonna get the metalheads' attention so you can use some of that pyro-type magic you got to raise the temperature around 'em and make the whole thing go 'BOOM.' Sound easy enough?" As he looked at the exposed canister shaped cartridges, Tails considered that it might just be an easy task after all. A few fireballs, or even a lightning strike if speed was needed, and he'd probably get the things going off like Roman Candles.

"I'd need someplace to aim from," he realized. "Line of sight and all that."

"No prob Bob, just take off and find a perch. Just remember, you HAVE to get ALL the cannons. Our friends are counting on us, you got that?" Tails nodded as Sonic once again poked his head out from behind the wall. "Gimme to the count of ten and then get into position," he ordered and then sped off. Suddenly, laserfire could be heard as the SWATbots became aware of his presence.

"Hedgehog; Priority One!" was the monotone alert as the telltale sound of a sonic boom was heard as well. Slowly counting in his head, Tails once more took flight, his sharp eyes quickly finding a crumbling building that looked as though it would be able to support his meager weight. Alighting on the precipice, the fox mage surveyed the robots below. True to his word, Sonic was keeping Robotnik's minions occupied, as evidenced by the fact that none had noticed the orange figure rapidly ascending into the sky. Of course, the basic elements of the robot's programming did make them somewhat easy to fool. From his new vantage, the fox quickly spotted the seven artillery guns being brought to bear against the rebels. Closing his eyes, Tails took a deep breath as he figured out how he was going to do this and prepared his spells to act. Fire was the element of life, of energy and action. It needed to be given constant purpose and total control. Lightning was fire's wild and untamed cousin, it required direction and a calm spirit so it could flow properly. Those were two of the lessons Merlin had taught his nephew, repeating them over and over until the kit had demonstrated his ability to control each element in turn. As Tails gazed out across the field he was to attack, he realized there was a distinct difference between practicing those spells in the safety of his home, and actively using them in an actual battle.

_'Pull it together, Prower,'_ he mentally chided himself. _'Sonic needs you to do this, the Freedom Fighters need you to do this. If you don't toughen up and do it, you're just as useless a little baby as Naugus said you were.'_ With that vicious invective, the cub's brow furrowed in concentration.

"Ferani," he said, envisioning the primal energy of life, the force that helped drive all biological reactions, the power that made this world liveable. At the cub's command, a single ball of flame shimmered into existence above his hand, followed by another at a "one o'clock" position, a third at two, a fourth at three, and so on until there were twelve total. Now Tails stood surrounded by fire, his orange fur almost indistinguishable from the glow of the burning orbs and looking just a little like some cartoon character in the middle of some bizarre watchface. Tails could feel it as the fireballs fed on his own energy reserves for sustenance, though only because there were so many doing it at once. Weeks of practice had improved his stamina greatly from what it had been in Shadakor, and now there was no familiar feeling of exhaustion accompanying the spell as it had once. Deciding he needed to strike before he lost the element of surprise, Tails used his right middle and index fingers to point to the marked cannons before speaking the spell's second and final word, "gan."

Like blazing comets the twelve fireballs descended upon the battalion, though Sonic's own presence in the vicinity caused this phenomenon to go largely unnoticed by the SWATbots. This did not remain so for long as three of the fireballs slammed ferociously into the ammo canisters that lined one of the guns, heating the metal and glass to an intolerable degree. As might be expected of such unstable items, the canisters' contents ignited, exploding in a brilliant display of red and orange. The metal casing, reduced to little more than scraps of shrapnel, were blasted out in all directions, slicing through rocks and SWATbots alike. It was the pieces that tore into their neighboring canisters, however, that caused the most damage, rupturing their cylindrical "brothers" and starting the whole chain reaction of explosions over again. Within seconds of the initial blast, the cannon itself began to explode and collapse as it was destroyed by its own ammunition. The destruction of the artillery cannon generated an even bigger explosion that took out every SWATbot that had had the misfortune to be standing within a twenty yard radius of the blast. As the remaining fireballs streaked towards their own targets, the robots scrambled to escape the surprise assault. Four more cannons exploded as their ammunition supplies were detonated prematurely, leveling large sections of the densely packed battalion of robots. Sonic zipped around the scrambling automatons, his small, athletic body easily avoiding the stampede of legs and flying metal. Those SWATbots that had managed to survive the fiery death that had come for them were busy searching for the source of the pyrotechnic attack.

"Hostile unit located," one of the robots called in the monotone voice they all shared. "Identified as Shadakoran, codename: Tails. Countermeasure; exterminate." As each of the SWATbots lifted their laser to train it at Tails's position, the fox realized he'd been made. With a yelp of fear, Tails ducked for what little cover he could as a barrage of deadly light was shot at him.

"Hey SWAT-butts, don't tell me you're bored of me already?" Sonic sneered as he jumped up onto some of the wreckage that littered the area. What happened next was an interesting internal struggle as the SWATbots command programs tried to decide between the very obvious threat the fire-blasting fox represented and obedience to the "Priority One" protocols relating to Sonic. Seeing that he was no longer being fired upon, Tails took the opportunity to leap from his perch and take to the air. Before him he could see the remaining two cannons and he remembered Sonic's command that he not leave any for Ramirez to use against their friends. Calming himself and trying to forget he was now a moving target, Tails took aim at one of the two.

"Raitani Gan!" he called. With a crack of thunder, a shaft of pure electric energy exploded from the fox's outstretched fingers, arching downward in a somewhat chaotic path before striking the sixth cannon's ammo charge. Within seconds the machine joined the others in an explosion of fire and power. Smiling to himself, the cub prepared to fire again, only to be narrowly missed by a laser bolt. On the ground below a SWATbot, apparently succeeding in avoiding being reduced to slag, had also succeeded in targeting the flying fox. Swiftly moving through the air, Tails began to dodge shot after shot, trying desperately to gather enough time to fire another lightning bolt as he did so. The attack stopped as a blue blur suddenly slammed into the SWATbot, destroying it.

"Come on Tails, let's bag these turkeys and get back to the others," Sonic called through his headset. Tails nodded, twisting in the air to once more send a lighting bolt crashing to the ground below, destroying his seventh target. Surveying the damage his simple spells had done, Tails couldn't help but smile to himself in satisfaction. This lasted all the way up until another laser came to within a hair's width of creaming him, convincing the fox that now was perhaps not the best time to perform a victory dance.

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"No, no, NO!" Ramirez screamed as he watched a whole battalion of SWATbots go up in flames thanks to just two miserable Freedom Fighters. The albino chimpanzee couldn't believe all his hard work and masterful strategies were being destroyed so easily. Mere commoners should have no chance against a true and noble Mobian such as himself.

"Master, it is now time for your daily refreshment," a workerbot said, holding a silver tray with a dark amber drink contained in a crystal goblet at its center.

"Not now Esmeralda!" Ramirez yelled at his former wife, knocking the tray from her metal hands. "Can't you see I've got bigger problems? Go… stuff yourself in a trash compactor."

"Apologies, sir." Were the female chimp not completely under the sway of the roboticizer, Ramirez might almost have suspected there was a hint of vindictive satisfaction in her voice.

_'Deceitful, peasant-loving witch,'_ he thought to himself as she left, turning his attention back to the monitor before him, and the battle it displayed. _'Curse Robotnik for not giving me the forces I demanded, low-born commoner.'_

"Attention all SWATbots!" the monkey collaborator yelled into his microphone, his voice transmitted to each of his robotic soldiers. "You are hereby ordered to fall back and protect the fortress. Repeat, defend the fortress at all costs." Ramirez grinned. Having long known there could be a time he would need to defend himself like this, the monkey had chosen not to squander his rather large portion of the taxes he collected from his filthy citizens in Robotnik's name on ineffectual ornaments and such, he'd instead constructed for himself an impregnable fortress, easily on a par with Robotnik's own Command Central, at least in Ramirez's mind. And with the food and water he'd horded from the citizens, he could easily stay holed up in the building indefinitely.

Hopefully that would give Robotnik enough time to send some help.

& & & & & & & & & &

Meanwhile, underneath Ramirez's stronghold, Manic's team moved with speed and purpose. Both were possible thanks in no small part to the simian of the group, Ramirez's own son, Esteban.

"The entryway should be here Manic," the white furred chimpanzee told his ally.

"You'd think dude'd have more SWATs here then," Manic observed.

"My father believes himself to be clever beyond all compare," Esteban stated. "As with so many of his beliefs, it would appear that this too is greatly wrong." Manic nodded, understanding the venom in the young Mobian's voice. Esteban had only barely managed to escape the fate that had claimed the lives of his mother and two younger sisters when Ramirez decided they were a threat to his power. For him, this mission was not only about freeing the city of Dormowse, it was also about revenge. Ramirez's son was currently showing his allies in the Freedom Fighters the secret escape tunnel into and out of his father's fortress. Their mission was quite simple; capture the collaborator and destroy the computer he was using to control his city's SWATbot forces.

_'Snatch and smash, my favorite kinda mission,'_ Manic thought happily as he was led through the hallways of the base. Eventually they came upon a lone workerbot quietly dusting some of the antique knick-knacks the governor had to decorate his home with.

"Annette," Esteban said in a quite, shocked voice as he recognized the hapless creature.

"Friend of yours?" Manic asked.

"My sister, actually," he responded. "Roboticized because my father believed mother had turned her against him. We have to get past her if we wish to proceed, but I will not allow any harm to come to her." The look on the chimp's face was more than enough to convince Manic he would carry out his threat.

"No worries dude, your sis ain't the first workerbot we've needed to get past," the hedgehog said as one of his fellows withdrew what looked like a spherical grenade. "Short range EMP charge; something a friend of ours cooked up for just such a problem. It'll short her out for a while until we can put her someplace safe." Explanation over, the small explosive was lobbed towards the still unawares Annette. With a short bang, the weapon discharged its power and the workerbot convulsed for a moment or two before standing stock still, for all intents and purposes turned off.

Manic watched as Esteban shook his head in sadness at the twisted figure of metal before him, offering a sympathetic arm. The monkey noble shook his head.

"It is not your fault Annette is like this," he said. "The fault lies with the monster behind that door, and his beastly master." His mood resolved; Esteban hurried forward, his friends following. With a loud bang the door to the command room opened, inside of which they found a very angry and surprised chimpanzee.

"You!" he yelled as he saw Esteban. "Vile betrayer, you dare to turn against me!?"  
"Ramirez Valzia, we're here to arrest you for crimes against Mobius," Manic said, and his teammates moved forward, ready to act on this proclamation.

"I think not," Ramirez said as he punched a button on his chair. Immediately Manic's limbs felt like they'd just been turned into solid lead as three bands of energy suddenly encircled his body. Nearby, the other four members of the group, Esteban included, were caught in similar straights.

"Foolish little Esteban, did you really believe me to be so woefully unprepared?"

"Surrender now monkey-man, and we'll see if we can't cut you some slack when you get sentenced for all the crud you put your own people through," Manic shot back, attracting the collaborator's attention.

"You would do well to be silent and learn your place hedgehog, this is not Mobotropolis and you are no longer royalty." Ramirez then gave Manic a rather disgusted look. "Though now you barely seem worthy of being counted mere rabble. Though I can use your life to help end this petty rebellion your friends have started, these," at this point the albino chimp indicated the other members of Manic's group, "should prove an adequate deterrent against you doing anything stupid."

"Stupid? Harsh dude, I never do anything stupid. 'Specially somethin' like come here without some sorta back-up." Manic smiled suddenly, letting out a shrill whistle. The grating of the room's air vent fell to the floor with a loud clatter as Clockwerk zoomed out of the dark tunnel he'd been hiding in, his treads spinning in midair for a few minutes before he landed right on Ramirez's startled face, knocking him to the ground. A small propeller then extended from a hatch on the mechanical creature's back, spinning in order to grant Clockwerk flight. Quickly Clockwerk moved over to Ramirez's chair and pressed the same button the simian had, releasing the Freedom Fighters from their energy bindings. Faced now with five to one odds, the former mayor of Dormows did the only thing he could think to do.

"Guards!" he cried as the doors to his control room opened and several workerbots rushed in to protect their master. Though they were not armed with anything more dangerous than a cleaning supplies and serving trays, the mechanized Mobians were markedly stronger than their organic counterparts, and more numerous as well. This problem was compounded by the fact that the Freedom Fighters were not overly keen to cause actual harm to their attackers.

"Ramirez is getting away," one of the invaders announced.

"Dude, we see that," Manic said as he moved to avoid a punch from a bionic beaver. "Anybody got another EMP grenade ready?" In answer to the hedgehog's question, another explosion was heard and suddenly all of the workerbots shivered for a moment before standing stock still. Quickly Manic and Esteban raced through the opened passage Ramirez had escaped in as their friends moved to take out the SWATbot controller.

"Father!" Esteban yelled as they caught sight of the white monkey entering a hidden room. The younger simian made a flying leap to tackle his sire, but was caught by the elder primate and thrown roughly to the ground.

"Fools, you think this is over? This is not over at all!" Ramirez yelled as he ran further into the room, striking a button on the wall. Immediately a hatch in the wall opened revealing a small compartment with a cushioned chair and several controls inside. Leaping into the small space, Ramireze quickly closed the door behind him before Manic could intervene. The sound of thrusters powering up could be heard as the escaping Mobian laughed maniacally, his body rising higher as his escape pod launched. Despite this, Esteban leapt forward, clearly intent on capturing his father no matter the cost. Thankfully Manic was able to grab the young monkey before he could get close enough to the flaming rockets to be incinerated by them.

"Manic," Sonic called over his brother's earpiece, "what's the haps? All the SWAT-butts have stopped movin'. Mission accomplished or what?"

"Yes and no, bro," Manic admitted as he watched Ramirez's capsule complete its ascent, a furious and frustrated Esteban glaring at the fleeing minion of Robotnik. "We got the computer, but the guy tapping its keys got away."

"We can deal with that later," Sonic said. "The city is ours, which means Ramirez is outta business. That said, there aren't really a whole lotta places he can run to, and fewer people he can get help from. And once we take down Robotropolis, all of Ro-BUTT-nik's flunkies are gonna be in the same boat."

* * *

Meanwhile as the Sonic Underground were enjoying yet another victory against the forces of the man who had usurped their thrones, a Robotnik convoy was moving swiftly on its way towards the newly freed city of Edge. They were all-terrain troop transports, two dozen strong, and each one capable of carrying thirty combat ready SWATbots and their support equipment, all ready to perform their master's dark will and re-conquer the city. In front of the line a different vehicle led the procession, Sleet and Dingo's own specially outfitted ship. Inside the number of passengers had increased by fifty percent from the usual, thanks to the addition of Shadow. Sleet piloted the machine as Dingo busied himself with a pair of weights, no doubt working himself up in preparation for the battle that was to begin. Off by himself Shadow sat, his arms folded across his chest and his eyes closed as he seemed only interested in concentrating on the task ahead.

"We are in visual range of the city of Edge," Sleet announced as the city came into view. "Well it looks like the Edgers have been busy." Whoever had taken command of the city had apparently decided to repair the seawall that had formerly protected the city before Robotnik had come to power. Other additions had been made, including several guard towers and defensive batteries that seemed to have been cobbled together from the weapons Robotnik had formerly had stationed in the city to keep the peace. Several Mobians could be seen milling about the fortifications, no doubt watching for the retaliatory attack that only a fool wouldn't know was coming.

The transports stopped just outside the city's borders, careful to keep from bunching up too closely and providing too tempting a target for the rebels to refuse.

"This is Sleet to all SWATbot units. Disembark and form ranks, prepare for attack."

"Belay that last part," Shadow ordered, the first words he'd spoken since the procession had started.

"With all due 'respect,' Shadow, if we're going to take back the city, a show of force might help to demoralize our enemies." Inwardly Sleet bristled at the respectful tone he was forced to employ for the Mobian who had been put in charge of this mission over himself.

"I don't want them demoralized," Shadow countered, sounding for all intents and purposes like he was talking to an idiot. "A demoralized enemy won't make for a good show and that is what Robotnik ultimately wants here. Besides, there's no need to waste the energy packs, I can handle these 'defenses' myself." So saying, Shadow opened the door to the ship and exited the vehicle.

Slowly Shadow walked to the city's limits, his stern gaze fixed on his targets. The activity outside had not gone unnoticed by those on the inside and the Mobians on guard scrambled to prepare their defenses. Shadow's advance was halted as a laser blast smacked into the ground ahead of him, its source the rifle held in the hands of a tiger standing in a tower.

"That's far enough, 'friend,'" the tiger said. "We're not too fond of Robotnik's flunkies around here and you don't look like some prisoner being forced to do a deed against his will."

"I'm not," Shadow spoke, a baleful look on his face. "I am here at the behest of this city's rightful ruler; Dr. Robotnik. He expresses great surprise and disappointment as he hears that you have forsaken his benevolent rule in favor of simple anarchy." Shadow inwardly grimaced at the sheer corniness of this little speech, but he had been instructed by the Doctor to deliver it in its entirety. Apparently Robotnik wanted to appear quite magnanimous.

"You can tell your egg-shaped friend Edge will no longer answer to his malevolent rule," the tiger retorted. "We have been freed by the graces of the planet's TRUE rulers and the efforts of the Freedom Fighters who help them." Behind the verbose Mobian the sound of cheering could be heard thanks to the crowd of Edge citizens that had gathered to witness this first clash of wills.

"I take it you are the one in charge here?" he asked of the Mobian.

"I am Solomon, and yes, I have been placed in command of this city," the tiger said. Idly Shadow couldn't help but think making this statement most unwise, especially since it painted a rather big target on the cat's backside.

"Then it is to you I must speak. Robotnik wishes to be generous and let you know how much he forgives you. He has sent me to offer up the conditions which you must meet in order for your people to safely rejoin the Empire's loving embrace."

"You waste your time hedgehog, but you may speak," Solomon said, gesturing to the assembled personages present. "We do not silence voices with whom we disagree with." This not-so-subtle dig was not lost on Shadow.

_'More the fool be you,'_ he thought.

"Then these are the terms by which you must abide," Shadow began, a dangerous smirk on his face. "All weapons will be immediately surrendered to the SWATbots. All citizens, without exceptions, will likewise surrender themselves to the SWATbots and await transportation to Robotropolis for IMMEDIATE roboticization and re-assignment. Any personal possessions deemed valuable shall be seized in the name of the Empire, while those not so shall be broken down to their basic components to be used elsewhere. And Edge City shall be demolished to the last stone so as to serve as a lesson to other cities on the follies of rebellion." For a few seconds after Shadow delivered the terms Robotnik expected for the city's surrender, the entire area was quiet as the stunned citizens took in this information. Finally it was Solomon who broke the silence, laughing loudly and disdainfully at the black hedgehog.

"Robotnik must be joking. What makes him think that anyone, ANYONE would surrender under such terms?"

"I will admit, I don't believe these were terms you were intended to accept," Shadow stated as he grinned maliciously at the tiger. "Though truth to tell, that's not something I'd be upset with." As though responding to some unheard command, the jets on the soles of Shadow's shoes fired up, lifting his ebony body off the ground. Like a missile the Ultimate Lifeform shot forward, crashing into the legs of the makeshift guard tower and causing it to collapse. Recognizing an attack when they saw one, the Freedom Fighters took aim at the black hedgehog in their midst. Shadow was too quick for them, however, surging forward once again to strike those hapless defenders who were too slow to move. Punches and kicks smashed into ribs, chins, and legs as Shadow somersaulted and assaulted the Mobians, incapacitating those that had come to greet him in mere seconds. Then, with a snap of his fingers, he released a chaos blast, demolishing the building on which the remaining gunners had been stationed. Smirking savagely, Shadow cast a glance back towards the convoy of transports.

"I'm moving on ahead," he called. "Use the SWATbots to secure the prisoners and area. Use minimum force. I want these people alive." So saying, the black hedgehog moved onward, further into the city as, from the transports, a swarm of spy orbs exited and began to set up to watch the show. Now that they were all aware of the grave danger in their midst, the Freedom Fighters could be seen scrambling to get into action, their reflexes slowed only by their disbelief that so much destruction could be caused by a single entity.

_'This is going to be all too easy,'_ Shadow thought as he watched a group approach him, guns drawn.

& & & & & & & & & & & & & & & & & & & & & &

Once again Sleet felt a twinge of fear in the pit of his stomach as he witnessed the end result of Shadow utilizing his fearsome abilities against his enemies. The once free and wealthy port of Edge City smoldered, plumes of smoke rising from the ruins of buildings that had had the misfortune to be built and left to stand in the path of Shadow's assault. On the ground too were the bodies of those unfortunate Mobians who had born the brunt of the black hedgehog's attack, though Sleet noted that the so-called "Ultimate Lifeform" had obviously held himself back where the resistance had been concerned. Not surprising, corpses weren't nearly so effective at breaking an enemy's morale as terrified survivors, particularly when said survivors were next seen as roboticized slaves.

And survivors there were aplenty, all of whom had been, upon discovery, herded like so much cattle into the center of the town and forced to sit with their hands submissively placed upon their heads. Those SWATbots not currently engaged in keeping the downtrodden Mobians under control were searching the remains of the battlefield for more prisoners they could feed to the roboticizer.

_'Hopefully we'll catch enough of them to satisfy Robotnik,'_ Sleet thought, fully aware of the fact that some of their foes would inevitably escape the limits of the city, becoming fugitives or, worse, more hardened Freedom Fighters. Nearby Shadow stood with his back to the remains of a wall, his arms crossed and his eyes full of contempt as he watched the captured rebels, his glare more than enough to keep most of the formerly free Mobians from meeting his gaze in return.

"We got some more here Sleet," Dingo said as he walked forward into the clearing, a group of captured Mobians flanked by six SWATbots trailing behind him. A few looked hurt, and one was obviously bleeding, but whether that had been from resisting capture or merely because they'd been caught in a falling building, Sleet could never be able to tell. On the whole though, the group only seemed frightened. A good sign, at least in the bounty hunter's opinion. Frightened prisoners were less likely to cause trouble. As they passed the wolf, one of the females in the group, a mouse holding onto a smaller mouse who could only be her son, broke ranks and stared at him. Immediately the SWATbots aimed their guns.

"Please," she began to beg, "please, take me if you must, but spare my child. I… I can pay you, I promise that." Though Sleet rolled his eyes at this tired old request, the part about payment did manage to catch his interest. Despite his supposed "exclusive" contract with Robotnik, the bounty hunter was first and foremost a business man and this little mouse would not have been the first Mobian to "accidentally" be overlooked as they were looking for more prisoners. For a few brief, shining seconds, Sleet was very much tempted to approach the woman and see what she was prepared to offer him for the safety of her cub. Sadly whatever opportunity for personal enrichment was presenting itself was immediately squelched by the sound of Shadow's voice.

"Robotnik's orders were to roboticize every man, woman, AND child in this pathetic city, Mobian, and that is what will happen," Shadow stated.

"Please, these children have done nothing wrong, and roboticizing them will serve no purpose," the mouse continued. "They are too small, too weak to make serviceable worker-bots."

"You're not the one who gets to decide that anymore my dear," Sleet chimed in, not wishing to allow Shadow to believe him weak, lest he be turned on.

"Besides which, were you truly so concerned for your children's wellbeing, it would have been far wiser for you not to challenge your Lord and Master. Had Edge remained content in its servitude to the Empire, we would not need to be here now," Shadow retorted. At the accusatory and uncompromising tone of the hedgehog's voice, the mouse's will faltered as she was "gently" coaxed back into line by a SWATbot.

"Monster, you're a Mobian too! How can you help to perpetrate these horrid actions on your own kind?" yelled the voice of Solomon as the leader-turned captive stood from his spot. Faster than Sleet's eye could perceive the act, Shadow was at the larger tiger's throat, choking him with a single hand as he lifted the heavier creature from the ground, glaring balefully at him.

"Hear me now, one and all," Shadow began, his eyes darting around the startled crowd, "I am no filthy Mobian, and I take it as a grievous insult to be named such. The only reason I don't make this one pay the price for his folly is because he is wanted alive, but I will make no such exceptions for any others." So saying, Shadow tossed Solomon to the ground like a bag of garbage, the defeated tiger gripping his throat and gasping for breath as he was released. With this spectacle over, Shadow returned to his previous position as the new prisoners were marched to join the others. Once more Sleet returned to his self-appointed task of counting up the number of prisoners, when another voice interrupted his musings as a yellow dog and a group of others all dressed in out of place finery were marched up.

"Unhand me this moment you metallic clods!" the dog yelled, obviously very put out as two of the SWATbots were holding him by the shoulders. "Do you have any idea just who I am? I could have you both melted down into paperweights with the snap of my fingers!"

"These prisoners were found inside a cell in the former administrative building," one of the SWATbots began to drone. "They demanded to speak with the commander of this mission and presented the appropriate codes to be allowed to do so. Enroute; this one became agitated at the state of the city and had to be restrained."

"I shall show you agitated you tin-plated woodsman! Look what you fools have done to my city!"

"Ah, Mayor Fitzpatrick, how nice to see you again," Sleet said as he stood before the freed collaborator. Fitzpatrick looked at the wolf and his eyes seemed to harden even more so.

"Sleet! I might have known such a ham-fisted operation as this was under your command. How dare you simply… lay waste to my city!" the dog began to rail. "Still I suppose I cannot argue with success, even if it is below standard. Order your SWATbots to release my staff and I this instant, and I suppose I can overlook their rather crass treatment of nobility."

"Sleet is not in charge of this mission, your mayoral honor," Shadow interceded, "I am."

"Who the Void are you?" the dog asked, his eyes appraising the hedgehog and clearly finding him wanting. "You resemble no scion of our Empire's grand Nobility that I've ever seen."

"Most likely because I am not a noble," Shadow bluntly responded. At this, Fitzpatrick's sneering face got even more derisive as his mind latched onto, what was to him, the only link to this creature's parentage.

"I see. Well then, in the name of Lord Robotnik, I order you to release…"

"Why should I?" Shadow asked, interrupting the fallen mayor's tirade and causing his followers to begin to mutter unflattering comments about commoners not knowing their places. Fitzpatrick's reaction was more one of confusion than anger, though anger was very much present on his face. He had never been asked such an impertinent question before and truthfully did not know how to respond to it.

"I… I am the Lord-Mayor of Edge City," he proclaimed, confident in the use of his title to intimidate this scruffy hedgehog back into his proper place in society. "And I tell you that if you do not wish to be buried up to your pointed ears in trouble, you will order these SWATbots to release me!"

"Trouble? What trouble?"

"Of all the… When I am in command of Edge City again, my low-born friend, I swear I shall have you working the docks for the rest of your miserable life. Do not think your paltry victory here will stave my wrath, for when Robotnik hears…"

"Robotnik has heard, 'Lord' Fitzpatrick," Shadow informed the noble, stopping his speech mid-stride. "He has heard of how you spent all the taxes you collected that should have gone to keeping these people under control on your own creature comforts. He has heard how easy it was for the Sonic Underground to remove this city from his command and he has heard how quickly you rolled over for them." At this point Shadow had come to within a footstep of Fitzpatrick, his face hard as he glared at the fallen mayor. Instinct told the dog to back away, but the two SWATbots that held him made that an impossible task. "Now I shall tell you what he has said. He has said he has grown tired of sniveling governors more interested in their own lives than his. He has said he has grown tired of rebellion sprouting up everywhere in his ordered empire. Thus has he sent me to correct that which you have allowed to go wrong." Steeling up whatever was left of his courage, Fitzpatrick tried to match Shadow's stance.

"It is… understood that Robotnik is upset, but he will still need someone to administer to Edge…"

"Did you not hear me earlier," Shadow hissed. "My orders from Robotnik were very specific. At dawn tomorrow, Edge City will be destroyed, its buildings reduced to rubble, its docks broken to pieces, its remains standing no taller than dirt." At this even Sleet's eyes widened a bit. While he had heard the proclamation given by Robotnik through proxy from Shadow, he'd assumed that the dictator was merely indulging in his dark and twisted sense of humor.

"You… you can't be serious," Fitzpatrick stammered out in disbelief as the nobles behind him grew silent in shock. "Edge City is one of the most profitable harbors in the empire. It would be sheer madness to destroy it."

"Should its wealth protect it from the consequences of its actions?" Shadow asked, not even expecting a response as he turned his back to Fitzpatrick. "This city is going to be used as an example to others, and it will not be the only one. And since Edge city will soon no longer exist... it has no need for a mayor, or his cronies." With a sudden twist, Shadow spun around, driving his fist into Fitzpatrick's exposed gut and driving the dog to the ground. "Put him and his cohorts with the others to await roboticization. They are nothing more than prisoners now."

"No! Wait! You can't do this! I'm a member of the nobility for goodness sake! You can't roboticize me!!" Fitzpatrick yelled in fear as the SWATbots set upon his group with more vigor than before, forcing the daintily dressed aristocrats over towards their former subjects, even as the group began to make a feeble and pathetic attempt to resist. As he watched them get taken away, the scowl never once left Shadow's lips. From his vantage, Sleet too watched the group of miserable Mobians as they were forced to their knees, their terrible fate awaiting them and not a single ounce of sympathy from the crowd they now found themselves amongst. Though the presence of the SWATbots meant there would be no untoward violence towards the noblemen for now, Sleet couldn't help but wonder what would happen once they were all secured in cells where they could more easily move about. Wolfish eyes than cast warily to Shadow, latching onto something the hedgehog had said earlier.

_'Why in the world does he hate Mobians so much?'_

To be continued….

* * *

Author's Note 2: So… show of hands. Crossing the Moral Event Horizon, or just Kicking the Dog?


	5. Rulers of Darkness

Operation: Shadowfall

by Asher Tye

Author's Note: Okay, Gammatron suggested upping the rating on this story to "T" which I guess I can understand, though I think that may be overkill. Truthfully I've been debating making it "K+" simply because of some of Shadow's less friendly acts, but I guess based on this suggestion it would be a good idea to raise the rating from "K." Also, since I couldn't do a direct reviewer reply to him/her for obvious reasons, I'd like to give a shout out to Synobis for the review left. Thanks for the compliment on my portrayal of Shadow, and hope you enjoy this chapter too. And off we go.

Disclaimer: I don't own Sonic, Sonic Underground, or anything related to Sonic's copyrights. Sega and DiC own them. (bland, no?)

* * *

Chapter 4: Rulers of the Darkness.

* * *

As the hand holding the fine crystal goblet spun in a quick, small circle, the red liquid inside the ostentatious vessel swirled about like a miniature whirlpool, the surface never allowed to know a moment of tranquil peace. Such might have matched the condition of the soul of the man who held the glass. As he gazed into that twirling crimson storm, Sir Bartleby of Dresdin couldn't help but release a sigh of misery. As his eyes cast about to look at the posh and extravagant decorations around him, he could only release another in response.

Anyone who knew the noble mink might have been able to tell that there was something wrong from the young lord's perspective, but if they'd been of this gentrified crowd, they would have been hard pressed to figure out what. Even Bartleby, not known for self observation, realized that something was amiss in his psyche, if only because the glass he held in his elegant hand was his first glass of wine and the party he was attending had commenced more than two hours ago. Typically by this time he was on his fifth or sixth such refreshment.

Sadly, at least from the point of view of the aristocratic Mobian, this sort of melancholy malaise had been taking hold of him all too often in the recent, and indeed the distant, weeks. Where once he, like so many of his fellows, would have taken the opportunity presented by this event to preen and show off his finery for all, these days he just couldn't work up the cheer to enjoy such a party. Such had been his disposition ever since that horrible fiasco wherein he'd been arrested and falsely accused of being a traitor to the Empire by Robotnik. Oh how well he remembered that humiliating experience. Stripped of his finery, he had been forced to wear the rags of a common prisoner. Unable to sleep in his soft, comfy feather bed in his tasteful, warm room, he had instead been tossed into a vermin infested prison cell with not but a grimy cot to rest upon. He had been fed greasy and rotted slop over the rich and delicate foods his palette had become accustomed to. And then, worst of all, forced to endure the humiliation of a public trial in a court that seemed in everyway to be prepared to find the hapless mink guilty. Bartleby couldn't remember a time in his life he'd been so scared.

He'd reached out of course, asking his friends for help, for assistance in proving his case, but associating with people even accused of sedition and treachery was the surest way to find oneself on the wrong side of Robotnik's legal system. The once popular nobleman had found out all too easily how quickly one could become a pariah amongst one's fair-weather friends.

Bartleby shivered involuntarily as he remembered that little episode. He'd truly thought he would end up in the roboticizer, transformed into someone's serving droid just as so many others before him had. Oddly enough it had been his defense attorney, the dimwitted Dingo, who had helped to allay his fears, letting him in on the fact that the whole scenario was being staged as a trap to lure out and capture Bartleby's former fiancé, Sonia Hedgehog. This sudden revelation had thrown just enough bravery into the mink's spine to decide he could not allow such a trap to succeed, particularly when Sonia proved to be the only one who gave a fig about him being wrongfully incarcerated. Thus had he done the only thing he could think of; plead guilty to all the charges in an effort to force Robotnik to bring the farce of a trial to a close BEFORE Sonia could mount a rescue. Though his plan had ultimately been an unnecessary failure, the entire fiasco had given Bartleby a rather rude slap across the face, knocking the rose-colored glasses if not away from his eyes, then at least askew enough to see just how dangerous a man Robotnik was, to nobles as well as commoners. Thus had Sir Bartleby of Dresdin made it clear his intentions to join the Resistance and help to topple Robotnik.

And Sonia had quite politely told him to go home, back where he belonged.

The meaning could not have been clearer, and it cut Bartleby to the very core. Sonia was not telling him to go home out of concern for his safety, but because she simply believed he had nothing to offer; that he _couldn't_ be a Freedom Fighter. He'd been shaken to say the least. The members of the Freedom Fighters, with the exception of Sonia and, grudgingly, her brothers, were by and far all low born rabble, street rats railing against their masters. It was inconceivable that they could possess traits and abilities that made them more suitable allies than he, Sir Bartleby of Dresdin. In those first few days after Robotnik had pardoned him of all his supposed crimes, the mink had been determined to prove the woman he loved wrong, gathering equipment as he prepared to seek out a Resistance cell and join it. Visions of himself wearing a tasteful costume and a harlequin mask and dashing to some helpless commoner's rescue danced through his head as he made his preparations. And then, thankfully for his continued good health, reality had squelched those dreams.

Though capable with a sword, what good would such an archaic weapon do against opponents of steel and silicon who could and would simply gun him down upon seeing him, and with reflexes and a sense of accuracy that he just simply could not defend against? Though he possessed a mink's natural agility and speed, it was raw and unrefined, having never been needed in any of the endeavors he normally engaged in. The young lord got winded having to make the trek from one side of his manor house to the other. And while he was good at ordering the more menial robots around, that hardly translated into being techno-savvy. No, it didn't take much intellect to understand that the only thing the "Masked Mink" would be able to do would be to get caught by SWATbots and roboticized.

_'In the battle to free fair Mobius, the best thing I can do is nothing,'_ the mink sulked, taking his third light sip of the wine he held for the evening.

"I say Bartleby old chap," a voice began as a hand tapped the back of the noble's right shoulder lightly. "I see you've finally decided to rejoin honest society and left that home of yours." Bartleby cringed a bit. Truth be told he had been avoiding the lavish parties of the other noblemen, sending his well wishes and regrets rather than socializing with those who professed to be his friends and equals. His current mood had ensured that these events would have been anything but enjoyable. Plus abstaining from going to those parties thrown by Robotnik himself would serve as an act of defiance against the dictator, at least in the mink's mind. Bartleby had even planned on being a no-show for this one as well, were it not for one minor detail.

"It is somewhat difficult to refuse an invitation that states 'attendance is mandatory,'" he pointed out to the horse noble that had spoken to him, a rather snooty Mobian named Percival Vidian. "Besides, what would a party be without moi?"

"Glad to hear that old sport," Vidian replied. "Some of us were worried you were going to do something stupid, like run off and join those ruffian Freedom Fighters." To his credit Bartleby let slip not how much this rather on the head guess of his recent actions was surprised him, nonchalantly raising an eyebrow.

"Me? A Freedom Fighter?" he said with a chortle, the bitterness of which he hoped went undetectable by the horse. "I would sooner see Robotnik himself joining their ranks than myself. Though I am surprised; I did not realize I was such a topic of conversation for my contemporaries these days."

"Don't get so defensive dear boy, it was only speculation. Besides, after that rather amusing joke the good Doctor played on you…"

"Yes, yes, the 'joke.'" Robotnik had been very quick to explain to all his loyal nobles that Bartleby's incarceration and trial had merely been a joke on the dictator's part, a prank pulled on his good "friend" Bartleby. Of course given the penalties of doing otherwise, he was readily believed.

"I must admit he really had us going my friend," Vidian chuckled. "Imagine, a nobleman of your standing in danger of roboticization." The horse could barely contain his amusement at the perceived ridiculousness of the statement. He failed to notice the roboticized Lady Windermere passing by, a plate of drinks in her metallic hand. Bartleby found himself surprised to have to resist an urge to punch the officious fool in his gigantic snout.

"Hey Barty!" yelled a new voice that simultaneously caused the mink to breathe a sigh of relief and sent a shiver of revulsion up his spine. Dingo was uncouth and ill-mannered, but hopefully he would drive the idiot Vidian away. For some reason ever since the trial in which he'd played Bartleby's rather inept defense attorney Dingo had come to the conclusion that he and the freed nobleman were now friends. Though privately revolted by the idea, the mink had yet to correct the brute's misconception about their relationship, mainly due to the fact that if he did, it might be believed that he still harbored a grudge against Robotnik himself. And of course such a train of thought would quite quickly put him back on the path to the roboticizer.

_'It seems in the grand scheme of things, the "Great" Bartleby of Dresdin is doomed to play the role of the loyal bootlick to keep his life,'_ the mink concluded, even as he smiled at the approaching Dingo. The impetus behind Sonia's rejection of Bartleby's assistance was bitterly apparent to him.

"Dingo, so good to see you again," Bartleby responded, much to Vidian's discomfort. Though the nobles officially supported Robotnik, none were comfortable around the dictator's low born enforcers. "Was there something you needed?"

"Yeah, the Doc told me to make sure you was here," Dingo responded with no hint of malice in his voice as he turned around and began to wave. "Hey! Doctor Robotnik sir! He's over here!" Like some lumbering land-bound whale, Dr. Robotnik's behemoth form began to move forward. As if responding to some unspoken command the crowd of nobleman and ladies parted for him, more out of fear than out of any sort of respect.

"Ah Bartleby," Robotnik greeted as Vidian offered a quiet good-bye and timidly removed himself from the vicinity. "Glad it does my metallic heart to see you in attendance of this little swarray. I had almost feared you'd been avoiding me." Though these words were spoken by a face that seemed to hold nothing save jovial humor, years of training in diplomatic negotiation for future service to a now defunct royal court allowed Bartleby to see the truth. Robotnik was testing him. Seeing if the mink would know when to accept the bones his master had thrown to him or if he was going to hold onto some antiquated notion of honor and retribution. For a split second, Bartleby was tempted. His heart screamed to remove his glove and demand satisfaction from the lowborn usurper, but he had not survived this long by being impulsive. Quickly he smiled graciously to his lord and master.

"I do apologize, _Lord_ Robotnik, I have been feeling quite under the weather for some time," Bartleby explained. "Perhaps something I ate disagreed with me." He said it with such servility and fawning as he knew how, making sure to keep his tone light and jesting, as though this was a joke between two old friends. Even then, for a few seconds, the mink could feel certain unease in his stomach. Robotnik was capricious at best, and trying to predict his reactions and moods was always a gamble. Fortunately for the young head of the Dresdin family this time the gamble paid off as Robotnik released a loud and obnoxious laugh before rudely slapping the timid nobleman on the back.

"Yes I suppose I should have foreseen that given your 'delicate' constitution," the Doctor chortled. "Something to remember for my next little 'joke' I suppose." Bartleby shared in the laugh to keep up appearances, even as inside he felt sickened at the prospect of someone else having to go through the same horrific events he had. "By the by Bartleby, there's someone here I wanted you to meet. The whole reason for this little party actually, sort of a coming out celebration." Mentally Bartleby rolled his eyes, wondering what sort of compliments he was expected to pay to whatever metal abomination Robotnik had created and just how much money he would be expected to pay for the privilege.

Quickly the nobleman followed Robotnik up to the raised stage of the Grand Ballroom. The human's large frame halted at one of the curtains where his guest could clearly see a figure of some kind standing in the shadow.

"This is gonna be a real treat, mate," Dingo assured Bartleby in a whispered voice. Bartleby's eyes widened as, from out of the shadows, stepped what looked like a hedgehog. At first, given only the spiky silhouette, Bartleby thought it was Sonic but, as with others, this notion was quickly dispelled as he got a proper look at the ebony hedgehog.

"Sir Bartleby of Dresdin, I would like you to meet the newest citizen of my empire," Robotnik stated, "Shadow." An ill shiver shot up the spine of Bartleby as he stared at the new Mobian, taking quick note of the unexplainable hatred he saw in the creature's blood red eyes. This shiver of fear failed to fade from Bartleby, even as he raised his hand in an attempt to shake Shadow's own.

For his part Shadow simply looked at the mink's proffered appendage as if it were the slimiest, most grotesque thing imaginable.

"So you're the former fiancé to one of the rebel leaders," the dark hedgehog stated, scrutinizing Bartleby far more than the noble thought he deserved after such a statement.

"Uh… yes," the mink answered, unsure of what else he could say. In response, Shadow simply grunted.

"Now, now Shadow, we mustn't hold Bartleby's former relationships against him," Robotnik admonished in a gentle voice as he placed both his metallic hands on Bartleby's shoulders. "Afterall, he had no way of knowing Sonia's true identity at the time." Despite Robotnik's statement Shadow seemed to remain unconvinced, though he did not press the issue. "You must forgive Shadow. He is new to the city and naturally is suspicious of anyone and everyone. I'm sure that, in time, you two will become as good of friends as yourself and I."

"One can only hope."

"Shadow is the new Chief of Security for the city," the voice of Sleet suddenly piped in and Bartleby's head turned to note that the wolf had indeed snuck up on him. He was now most unpleasantly surrounded.

"Chief… Chief of Security?" the nervous noble asked.

"Yes, he's going to help us put an end to that wretched Rebellion that's been causing my citizens so much strife. Hence why I decided to throw this little fundraiser… generate some revenue for my new friend to work with." Despite the feelings of fear in his gut, Bartleby bristled at the word "fundraiser," Robotnik's more palatable term for what amounted to a shakedown of the nobility without the need to make new taxes. No doubt every aristocrat in this room would leave tonight much poorer then they were when they arrived.

"Of course with all the damage the Freedom Fighters have been able to do over the past few months, it might not be so easy to convince them to part with their wealth." Only too late did Bartleby realize this rather inflammatory sentence had come from his own lip and he cringed visibly as he imagined the repercussions such a statement was likely to produce for him. Thus was he quite surprised when, rather than being throttled and carried off by an enraged Robotnik, he was instead pulled into a sideways hug by the strangely benevolent dictator.

"Ah my dear friend Bartleby, always so concerned for his leader's welfare. Has ever a King deserved so loyal a subject as you?" Bartleby cringed as he realized the trap he had walked into. Robotnik had had a script for this evening, a script wherein he'd apparently cast the mink as the role of unwitting fool. And he had taken the part without even batting his eye.

"What have you done?" Bartleby asked with his tone flat and scared. The way things were Robotnik had no reason to be so happy; he should have been angry, a raging ball of fury masking fear. That he wasn't meant only one thing. The egg-shaped doctor released the mink and turned to the assembled partygoers.

"Attention my ladies and gentlemen," he called in that booming voice of his that demanded immediate attention if not abject fear. "If you will kindly direct your attention to the rather large monitor we've set up for the evening, I have something to show you I know you will find most… interesting." All eyes focused on said monitor as it was revealed from behind its curtain, its screen showing off a panoramic view of what looked like a city.

"Isn't that Edge City?" one of the crowd asked.

"Indeed it is," Robotnik answered. "As most of you know this city made the most unwise choice to cave into the terrorist group known as the Freedom Fighters and forego the protection of my benevolent rule."

"Get your hands off of me!" yelled a voice as a rather disheveled tiger was roughly pulled onto the stage by a pair of SWATbots and brought near Robotnik.

"And here is the primary perpetrator of this heinous crime, a Freedom Fighter 'leader' by the name of Solomon Bane. One who claims to be dissatisfied with my rule."

"Wait a minute," another voice, this time female, in the crowd asked, "the army was able to take back the city? When? I haven't heard anything of this." All about the room similar comments were being made and even Bartleby had to admit that, if what was being hinted at was true, Robotnik had done a remarkable job keeping such an event under wraps.

"The city was retaken two days ago in a matter of moments, a fact we've been quite sure to keep quiet for the time being." At this Robotnik cast a solemn look over his guests as he grabbed Solomon's chin in his iron hand. "You see, I have grown tired of being so merciful to those who dare to betray me and endanger my 'beloved' subjects. These stunts by those renegade cities have truly cut me to the quick. And so I have decided that the time has come to make an example of these disobedient creatures." As Robotnik spoke now, images appeared on the monitor, pictures of hundreds of Mobians, all frightened and dressed in rags, being held in pens or made to stand in queues that all lead up to what could readily be recognized as a group of roboticizers. Bartleby recognized a few of these hapless creatures, if only because they had been prominent citizens of Edge, as they entered the chambers as flesh and exited as metal, their eyes glazed over and devoid of any emotion.

"Even as we speak, every man, woman, and child is undergoing roboticization, the greatest mass roboticization since the Empire's inception. A just punishment for such disloyal subjects." Bartleby watched as a mouse boy was torn screaming from his mother and shoved forcefully into one of the machines. Less than a minute transpired before the screaming stopped and out stepped a small robot, its eyes glassy and its body rigid; much to the sorrow of the new serving droid's former mother.

"The Freedom Fighters will never stand for this," one of the nobles said. "They'll step up their attacks; march on Robotropolis in force and destroy us all."

"Your fears are understandable but unfounded my friends, thanks in no small part to the newest addition to my empire; Shadow." At this, the black and red hedgehog stepped more fully into the light, allowing himself to be seen by the crowd even as he glared out at the ladies and lords. Indeed Bartleby had trouble determining if his scowl was an actual indicator of disgust or if it was simply just a normal feature of Shadow's face. "Shadow here was instrumental in helping to reclaim Edge City, as he will be equally helpful in reclaiming all of our lost territories and finally putting an end to this Rebellion led by Queen Aleena's royal brats."

"You'll never succeed in you plans Robotnik," Solomon said defiantly, still struggling against the SWATbots that held him tightly. "Strike any of us down, and others shall rise to take our place."

"Then the trick would seem to be to fix it so there are no more left to rise," Shadow suddenly responded, a menacing tone to his voice. "And make no mistake tiger, once I have permanently eliminated this 'Sonic Underground,' it will be child's play to remove the rest of you from the equation as well."

"Brave words, traitor," Solomon barked, "but you claim a fool's errand. The Freedom Fighters will forever stand against Robotnik's tyranny, even if we must wage this battle through the generations."

"Maybe so," the black hedgehog surmised as he extended his hand towards the trapped tiger, "but it is a fight you have already been removed from." With a flash of light and a roar of power, a chaos spear shot out of Shadow's hand, striking the captive Freedom Fighter squarely in the chest. Solomon screamed as his body was vaporized by the attack, leaving the room in a stunned silence, save the sound of two metallic hands clapping together.

"Thank you Shadow, he was becoming a killjoy for my celebration," Robotnik remarked before turning back to the nobility. "Now then my friends, who would like to be the first to show their support for the Empire's new war policy?"

* * *

In the great tundra of Northern Mobius, in a singular cave sitting in the face of the icy mountains, a lone figure works hard in his cavernous home. An odd specimen of the Mobian species, it was a large creature looking something like an anteater, complete with a long, mobile nose. But he was covered in green scales like a lizard, giving him a decidedly alien, and aged, appearance. This was the Oracle of Delpinius, a magical sage of tremendous wisdom, and the most powerful ally of the Resistance against Robotnik. It was he who spoke the Prophecy that, so long ago, sealed the doom of Mobotropolis and granted those who now fight so much hope for freedom.

Though bound by his own mystic law not to directly interfere with the course of Mobian events, it has never been in his nature to simply stand by and watch as those who need help suffered. It has ever been the Oracle's self-appointed duty to serve the people of Mobius as best he can, and in these dark times, this has necessitated (by his logic at least) that he take on some small role with the resistance. It was he who located and assembled the members of the Sonic Underground, revealing to them the nature of their destinies and sending them for training in their mystic instruments. When asked for advice, he has been quick to respond, providing both wisdom and support to any Freedom Fighter who has needed it. When the Freedom Fighters sought a place to safely raise their children, away from the fear of Robotnik, it had been he who had cast the magical barrier around Sanctuary, bolstering the Freedom Fighters' technology to blind the cybernetic eyes of Robotnik to the sanctum's location.

Now the Oracle was busy working on a new item, a potion capable of dissolving the dread goo mega-muck, one of the many chemical waste products accidentally created by Robotnik's industrial empire that was a serious threat to the Freedom Fighters, the Sonic Underground in particular, thanks to adhesive abilities. As he watched the small sample of mega-muck he had selected for this experiment begin to lose its cohesion and dissolve, a smile came to his withered lips. This same smile was suddenly lost, replaced by a look of pain as the old mage suddenly clasped his head, falling to his knees.

"Ahhh!" the old Oracle yelled as pain racked his brain, overwhelming every other sense. Fighting his way back to focus, the elderly wizard concentrated, willing the pain to subside back to manageable levels.

"What was that?" the Oracle asked himself as he slowly got to his feet, steadying himself on his workbench. "Something has happened in the world at large. Something strong enough to cause a ripple in the planet's energy field. But what?"

Quickly the mage closed his eyes and placed his fingers to his temples, expanding his senses carefully to the world around him so as not to be blindsided by the same power. On instinct his mind began to drift towards Robotropolis. Usually if anything bad was happening in the world, Robotnik was the one at the heart of the problem.

_'What are you up to now Robotnik?'_ he thought as his mind's eye cast its gaze towards the dark city… and was promptly denied access. _'What?!'_ The Oracle's mind bounced back to his body. Something was wrong, something was very wrong. He was the Oracle of Delphius. Though not the most powerful wizard on the planet, the fact remained that his gift of foresight was undeniable. If something had happened that could block his second sight from Robotropolis, something that he had not seen coming, it could only be news of the worst sort.

"I must learn what has transpired in the world while I have been sequestered," the lizard-like Mobian resolved, the blue robes of his school of magic billowing around him as he turned away from his so recently forgotten success with the mega-muck. "If Robotnik has indeed found a way to block my sight, I must find out what he is doing and warn the Sonic Underground. And there's only one person on Mobius now who can help me understand what has happened." So saying, the Oracle of Delphius prepared to do something he had not done in years and leave his cavern home.

* * *

Meanwhile in another, less glamorous section of Robotropolis, another celebration of a different sort was beginning to wind down as well. Freedom HQ, the very nerve center of the Resistance itself, was littered with dirty plates and half filled glasses as the Freedom Fighters celebrated their continued success. Though the Sonic Underground was, as always, the center of attention, there had been plenty of accolades to go around. Sonic and Trevor were currently patting each other on the back over how well the mission to Dormows had gone, while Sonia was offering her congratulations to those Freedom Fighters who had been under her command. Manic on the other hand was regaling those Mobians of the Robotropolis cell who had not been at the battle with tales of destroyed SWATbots and fleeing monkeys. Prominent amongst his audience was Tails, the fox sitting in rapt attention as he listed to Manic relate a somewhat embellished version of the events he himself had partaken in.

"Everyone, everyone! Can I have your attention," Trevor called out suddenly, attempting to get the assembled resistance members to quiet down. When this failed, Sonic placed two fingers in his mouth and blew a shrill whistle that immediately succeeded in getting the rambunctious room to fall into silence. Sticking his finger in his ears to stop the sudden ringing, Trevor continued, "Eh, thanks Sonic. Freedom Fighters, we have much to be proud of these days. We've succeeded in liberating yet another city from Robotnik's tyrannical rule. It is victories like this that will ensure this so called 'Empire's' fall." Cheering came. "Soon we will have proven strong enough to march on Robotropolis itself, challenge Robotnik's evil rule, and take back the freedom that was stolen from us so many years ago."

"Let me through, let me through!" a loud voice yelled as a Trevor made his speech. Sonic looked to see a small shrew pushing his way through the crowd, a frightened look on his face. Indeed, the petite Mobian's agitated state seemed completely out of place for so jovial an atmosphere.

"Sebastian what's wrong?" Trevor asked in concern. In the rat's experience, any time one of those he set to listen in on Robotnik's transmissions was upset, it never amounted to anything good.

"We got a hold of this transmission from Robotnik. It's… Sir you have to see it!"

"A secret message?"

"No, he's broadcasting it worldwide over every open channel. Based on what we've seen of it… sir he wants us to see this." Sebastian moved over to the large computer that also occupied the room and began punching in the commands to display the aforementioned message. Immediately the monitor began to show off a panoramic view of a city.

"Hey, that's Edge City," Sonic pointed out, clearly confused as to why his nemesis would be broadcasting such a picture. "Why would ol' Blubber-bolts be broadcasting a picture of…" A brilliant flash followed by a thunderous "Kaboom!" interrupted the hedgehog's question as the view of the city was replaced by a gigantic explosion of energy and then a mushroom-like cloud rising from the ground. As the smoke began to dissipate, the buildings of the city could be seen tumbling down to the ground as destruction claimed Edge City completely. Everyone in Freedom HQ stood stock still, their eyes wide in horror and their jaws dropping to the ground.

"What… what just happened?" Manic asked; a rhetorical question as he could easily guess what had happened.

"Edge City is… gone," Sonia announced, dumbfounded. Across the screen a message began to march as a phantom image of Robotnik's evil face was superimposed over the horrific scene.

"Such is the price of disobedience," Trevor said as he read the message. Suddenly the rat turned to the shrew, a look of uncharacteristic anger on his normally gentle face. "How did this happen? How was Robotnik able to destroy Edge under our very nose?!"

"What… what happened to all the people?" Tails quietly asked, his mind going back to the kind woman who had fed him cookies in gratitude for freeing her family. A nasty lump appeared in the fox's stomach as he considered the only possible answer to his question. For his part, Sebastian looked shamefacedly at his two superiors.

"According to the message Edge was retaken two days ago, most likely while we were busy dealing with Ramirez in Dormows."

"Of all the dirty…" Trevor seemed visually upset by this; at least he did, until a question crossed his mind. "Wait how could he have taken Edge down in a day?"

"Yeah, when we left that city was ready for a fight," Sonic pointed out.

"It's more than that, guys," the shrew pointed out. "There was no communications from Edge, no calls for help at all. If there had been, we would have been able to send some reinforcements; at least hold Robotnik's army off until the Sonic Underground could have shown up. As near as we can figure it, Robotnik destroyed all of Edge's defenses in less than an hour." As he listened to this, Trevor's eyes closed as the hippie-like rat considered Sebastian's words. When he finally chose to speak, it was in a voice far graver than the jovial one he'd had earlier.

"Clearly something happened to change the course of this war again," he surmised. "Robotnik got some new surprise to throw at us, and we got overconfident and let him." There was a hint of bitter disappointment in the Freedom Fighter Commander as he spoke, though those who actually knew him knew it to be directed mostly at himself. They'd all thought Robotnik was completely on the ropes, that the time they'd all be free was coming. "Sebastian, get on the comm. and tell all our allies that all plans to liberate any more territories are put on hold. We're not giving Robotnik reason to destroy any new targets, not until will know what we're up against. Cyrus, that's your department. Get in touch with our spies and tech-heads and find out what in Chaos's name Robotnik has that can take out a whole city like that."

"Already on it," the lion responded as he left with a group of Freedom Fighters trailing behind him. That taken care of, Trevor turned towards Sonic.

"Sonic, I need you, Prower, and you siblings to get ready to go at a moment's notice. I hate to use you like this, but we have no way of knowing where Robotnik will strike next. I'm going to have all Freedom Fighters in freed and allied territory put on high alert for any sign of Robotnik's forces."

"No prob Trev," Sonic said. "You hear that sibs, we're on stand-by. You too Tails."

"Roger bro," Manic called.

"Right Sonic," came Sonia's response. For his part, though Tails still seemed a little lost in thought, he too gave an affirmative nod. Thus dismissed, the Sonic Underground left the once happy headquarters. It was a long walk back to the safehouse, with not even Manic disposed to make his usual inane comments. The somber mood remained even as they entered the shelter that served as their permanent home. It was Sonia of all people who broke the silence as they entered, noticing a flashing light on the console of their shared computer.

"Someone's tried contacting us," she said, attracting the attention of her brothers and Tails. This was odd in and of itself as, for security reasons, the Sonic Underground did not simply hand out its line and everybody who would have reason to contact them they had just left at Freedom HQ. Or so they thought. The four Mobians moved over to the computer screen, more than a little curious as to who was responsible for the message. The pink hedgehog touched a button on the console and the screen came to life as a picture of a familiar looking mink in a pink jacket and ridiculous wig was displayed for all to see.

"Bartleby?" Sonia asked quizzically as behind her, her brothers both made gagging motions. Tails, having never met Sonia's former fiancé, gave both male hedgehogs a confused look.

"Sonia, I need to speak to you immediately on a matter of great importance. Come to my mansion as soon as possible. I will have dismissed the servants for the night so there should be no witnesses to your arrival, but it is vitally important that you…"

"Ignore me like the loser I am," Sonic completed as he pressed a button that ended the nobleman's message and deleted it. Sonia cast an annoyed look at her brother.

"Sonic! That message was for me," she pointed out angrily.

"Waste of memory if you ask me," Manic stated before his brother could answer. Rolling her eyes, Sonia stood to walk back towards the door. Suddenly a blue blur appeared before her, barring her way.

"Uh, where d'ya think you're goin'?" Sonic asked his sister flippantly.

"You heard the message. Bartleby needs to see me. He said it was important," Sonia responded, attempting to move around Sonic and leave.

"Toe fungus is important to that guy. We need you here sis, in case we get called to head out."

"I won't be gone too long, and I'll have my communicator on just in case. Besides, Bartleby might know something about Robotnik's plans."

"I don't doubt it," Sonic countered. "He was probably in on it sis, way up to his skinny little neck. When are you gonna realize Bartleby's on Robotnik's side? He's probably trying to lure you into a trap or somethin'." For a few brief moments the Princess of Mobius seemed to consider her brother's words. In the end though, she shook her head, banishing such thoughts from her mind.

"No. I know Bartleby," she said with great finality. "He comes off as uncaring and self-centered, and he is a bit of a coward, but he'd never back something like this, and he'd never knowingly betray me." Now it was Sonic's turn to consider Sonia's words.

"Fine, but take Manic with you just in case."

"Ah man," Manic groaned, the prospect of an evening with Bartleby not terribly high on his preferred list of things to do.

"Nothing doing. You and Manic just antagonize Bartleby. Its better if I go alone."

"Nuh-uh, no way, not happening. You're not leaving here without back-up." Now Sonic crossed his arms as he continued to physically block his sister's path. Sensing a fight was coming Manic looked back and forth between his two siblings, unsure of whose side he was willing to take.

"Contrary to what you've heard Sonic, I'm a big girl now and can take care of myself," Sonia warned.

"Not sayin' you can't but…"

"Then trust me and stay here with Manic." Realizing he wasn't going to get anywhere with this conversation turned confrontation, Sonic released a sigh and stepped aside, conceding defeat to the pink princess. Grabbing hold of one of the drab cloaks the trio used to hide their identities when they traveled through Robotropolis, Sonia gave her two brothers a short, polite bow of thanks and left. As he watched his sister leave, Manic chose that moment to speak up.

"Dude, you must be losin' your touch. I've never seen you cave so quickly ta anyone."

"Just know when to cut my losses bro. But now we need to get her back-up ready to tail her."

"But… didn't you say we weren't gonna follow her?" Manic pointed out quizzically.

"No I said you and I wouldn't follow her," Sonic responded as he cast a sly look at the band's recently acquired special effects magician. Sensing he had suddenly become the center of attention for some reason, Tails looked at the blue and green hedgehogs curiously.

"What?"

To be continued…


	6. Jaws of Darkness

Operation: Shadowfall

by Asher Tye

Author's Note: Down to the wire, but I still updated on Tuesday so no one can complain… Right? Right? ::dodges tomato:: Okay okay, I got distracted, and that's why this is late. Reading a new book called Eddy Bear, Private Detective. It actually reads a bit like Who Censored Roger Rabbit only with toys instead of toons.

Anywho, since I can't contact them via private message, here's my shout outs to the three reviewers who left anonymous reviews. ::clears throat::

**uncommonlyinsane:** Well here ya go, hope you enjoy this one too.

**Sarah:** hee-hee You'll just have to read on to find out. But rest assured their first meeting is close at hand.

**Sally: **I'm trying to make regular updates every Tuesday, though the last chapter may be a bit unpredictable.

Now that that's done, all I can say is remember to review when you read. After all, I can't make improvements if no one reviews. Ciao for now.

Disclaimer: I don't own Sonic, Sonic Underground, or anything related to Sonic's copyrights. Sega and DiC own them. (bland, no?)

* * *

Chapter 5: Jaws of Darkness

* * *

"May I offer you some refreshments?" Bartleby asked as he set down the silver tray he'd been carrying, a task he normally reserved for a specific servant to perform in his stead. Since he had dismissed all of his servants for this evening however, the mink had decided, in the interest of being a good host, to rely on his own muscles rather than let his guests go thirsty.

At first, as she watched her childhood friend struggle somewhat under the weight of the ancient tea set that rested precariously on the tray, Sonia wanted to decline the offer. This wasn't really a social call after all and she was expected to return to her brothers as quickly as possible, despite the feelings of sibling-style anger she presently harbored for them both. And yet as she watched Bartleby pour the familiar dark liquid into his own exquisitely decorated cup and took note of the invitingly hot steam that rose from the beverage, she felt her resolve weaken.

_'How much longer could getting something warm to drink really extend this meeting,'_ the pink princess thought to herself as she shivered just a little bit. It had begun to rain as she'd left the safe-house, a sloshing drizzle that had transformed into a driving downpour before she'd even made it halfway to her destination. Her cloak, designed more for concealment and fending off suspicions than the weather, was of little help as the wind and water soaked and chilled her to the bone. Little wonder she had arrived at Dresdin Manor looking less like hedgehog royalty and more like a drowned rat.

"That would be most welcome Sir Bartleby," Sonia responded as she reached out her hand from the warm, fluffy towel she had wrapped around her, one of several Bartleby had provided to dry her fur. Let her brothers worry for a bit, it would serve them right for what they'd done. Bartleby's face positively lit up at Sonia's words, no doubt seeing this as a chance to prove how much he still cared for his former fiancé. The quiet sound of liquid filling a delicate porcelain cup could be heard before the mink handed the offered refreshment to the pink hedgehog.

"And for the young… uh… gentleman?" the noble asked, trying his best to be accommodating to the unexpected third member of this little meeting, as well as the unwitting source of Sonia's current ire towards her siblings; Tails. When Sonic had so easily capitulated to his sister's demands, Sonia had not even considered the possibility that the blue hedgehog would simply use the fox to chaperone her. This was mainly because, in her mind at least, it would have been utterly irresponsible to turn a ten-year old, even a member of the Resistance, loose in Robotropolis. Even with the rain it had been child's play to lead her pursuer into a blind alley for capture. Fortunately for both parties involved, and the two that weren't, Sonia had realized who her little stalker was before she'd beaten the stuffing out of the kit.

Of course by then it had been too late to do anything about the boy's unexpected presence. Taking him home, and subsequently giving the two older Mobians who were supposed to be responsible for him a piece of her mind, would eat up too much time and she wasn't about to just send him home alone. Thus had Sonia decided to play babysitter pro temp and elected to take Tails along. Presently the soaked fox was sitting in a cushion stuffed armchair wrapped in a terrycloth bathrobe Bartleby owned and casting glances about the library they'd been led to, shivering just a tad just like Sonia.

"Uh, sure. Do you have any earl gray tea?" Tails asked. Sonia breathed a sigh of relief. At least her little tagalong had enough sense not to ask for something as base as soda.

"Earl gray?" Bartleby asked with a chortle. "My dear young man, earl gray is a tea for old men, not youthful flowers like ourselves."

"Bartleby he was raised by two elderly gentlemen," Sonia pointed out before her ex-beau could talk himself into an early grave. The minkish noble's eyes opened wide and Bartleby did what he always did in such situation; backpedal.

"Of course I mean no disrespect to your former guardians," he said hastily as he finished pouring Miles his drink. "Though I am sure they would quite agree a more vitalizing brew would be far more suitable for a lad such as yourself." As Tails took the cup from Bartleby, Sonia could only roll her eyes. When they'd first arrived the mink had made her quite aware that he had not intended for Sonia to bring along "some dirty, little street urchin to sully my noble home." Thankfully Tails had been preoccupied trying to dry himself off and thus had he not heard Bartleby's caustic but softly spoken remark. Even more thankfully Sonia, realizing that the last thing they needed was the fox trying to fry Bartleby's hide with a fireball, had been able to give an abbreviated version of young Miles's origins and communicated just what kind of pedigree was attached to Prower. Always adept at the nature of politics, the mink had quickly realized that Tails's status as the new sovereign of Shadakor, even with the city now defunct, placed the fox on the same social footing as Sonia and her brothers. The boy was not simply a noble, he was royalty. As this fact made itself apparent to Bartleby, the mink had suddenly become much more civil towards the kit, offering him sweets and such in a fairly transparent attempt to curry favor with the young mage. Sonia could already imagine Bartleby bragging later in life that he had once been the confidante of not one, but two members of the ruling caste.

"Bartleby, as lovely as this evening has been I do recall you said you had something very important to tell me," Sonia reminded the mink before he could launch into a full blown lecture on the merits of Rose Tea. From the somewhat crestfallen expression that ran over his face, Sonia could tell the Lord of Dresdin Manor had been quite ready to proceed as such. Whatever protestations he'd had though died on his lips as he considered her words. Bartleby might have been something of a blustering blowhard, but he was no fool, and time was of the essence.

"You are quite right Sonia, forgive my rudeness," Bartleby called. "I wanted to warn you that you're in grave danger."

"When aren't I?" the princess pointed out. "This isn't going to be another plea for me to quit the Freedom Fighters is it? I've told you before…"

"And I wish you would have listened to me about that," Bartleby interrupted, causing Sonia's eyes to go wide. Born and raised on the traditions of etiquette, Bartleby of Dresdin would NEVER be so goash as to interrupt another, or at least not a fellow noble. That he would break so readily from his training told the pink hedgehog that something was most definitely up. "Robotnik is positively on the warpath. You know by now what happened to Edge City, correct?"

"What do YOU know?" Sonia asked tentatively. Though she had been the first to defend Bartleby's honor, she was not naïve to the effects war could have on a person. If her old friend had had a hand in Robotnik's latest scheme…

"He unveiled it to the nobility earlier at one of his 'affairs.' And he plans to turn it loose on more cities until he destroys the Sonic Underground."

"Turn what loose?"  
"Shadow." At this somewhat cryptic response, Sonia just looked at her host uncomprehendingly.

"What's Shadow?"

"Not what, who," he corrected. "A new ally of Robotnik's, and a hedgehog no less."

"Another enforcer; like Sleet and Dingo," Sonia surmised. "Helpful, but not exactly something we haven't had to deal with before."

"Trust me Sonia, if even half of what I've seen was not some trick of Robotnik's, you've never met anything like Shadow," Bartleby warned. "He's the one who caused the downfall of Edge."

"Okay so he has a tactical mind. We can still…" It was at this point that Bartleby interrupted her for the second time in the evening.

"No! You don't understand!" he practically screamed at her. "When I say he conquered Edge, I do not mean he merely commanded Robotnik's forces, I mean he personally destroyed the defenders himself. As in he's strong, very strong."

"Impossible," Sonia responded. "Nothing… Nothing's that strong." In her heart she knew that to be a lie. Hadn't she been on hand to witness a withered and ancient fox decimate Robotnik's army when he'd tried to invade Shadakor?

_'But the Archmage was using the power of his chaos emerald, and you need actual training to learn how to use it effectively, otherwise the energy just runs wild.'_ Bartleby had been known to exaggerate before, so it was possible Robotnik, knowing the mink might contact Sonia in order to "save" her, was using the link between them to try to feed the Freedom Fighters false information. What were the odds that someone with the ability to use a chaos emerald, or however else someone could get so much power, would subvert themselves to Robotnik?

"Bartleby, thank you for the information and for the tea…"

"You don't believe me."

"It's not that Bartleby. But it's going to take more than a wild story to convince the Freedom Fighters…"

"Hang the Freedom Fighters, I don't care about the Freedom Fighters, I care about you. And if you persist in trying to fight Robotnik, this Shadow may very well kill you," Bartleby burst out, grabbing hold of the hedgehog's hands. "You're the only reason I'm sticking my neck out like this right now Sonia, and I tell you that if you try to go up against Shadow, you will fail."

"So what would you have me do?"

"Run away. Take your brothers with you if you must, but run away. Go to the Oracle and hide. Wait until Queen Aleena comes if you want to keep believing in his so called Prophecy, but at least you'll be safe with him."

"The Sonic Underground doesn't run away from anything," Tails piped in, unwilling to let this challenge to his friends' honor go unanswered. The mink looked at the cub with slight annoyance. He wasn't helping.

"You're still young, I'm sure everything seems that way to you."

"If we left the Resistance would crumble. The people would be defenseless."

"They would survive, as people always do. Robotnik will roboticize a few its true, but that is simply the nature of the game. Sonia, you have to understand you can't always save everyone in need of your assistance. Sometimes you can't even save most. Sacrifices have to be made at times to get victory."

"No," Sonia said as she snapped her hand out of the young Lord's. "As long as I draw breath, I will never turn my back on one who needs help. I turned a blind eye to Robotnik's evil before, concerned myself only with my own pleasures and happiness, and Lady Windermere paid the price for my inaction. I refuse to let that… creature run roughshod over the people I'm supposed to protect." So saying Sonia stood up from her chair. "Thank you again Bartleby, but my mind is made up on this." Before she could leave however, an ominous bell sounded. Recognizing the sound as being Dresdin Manor's doorbell, Sonia cast a cautious look at the master of the house.

"I am not expecting any company," the mink said, his back stiffening. Out of the corner of her eye, Sonia could see Tails slide off his own chair, his hands beginning to make the motions that signaled an arcane attack. Quickly she shook her head, whispering for him to stop. The last thing she wanted was to have a fire fight in Bartleby's home.

"Go answer the door. Tell them you were dozing or something if they ask why you took so long to answer, but get rid of them if you can."

"What if they won't leave?"

"Don't do anything to draw attention to yourself. Just go along with whatever they want. Tails and I will get out of sight if it comes to that."

"Where?"

"Better for you not to know. You have a lot of things Bartleby, but a poker face is not one of them." Though he looked like he wanted to contradict this statement, the youthful lord decided better of this and simply nodded before leaving. Once the mink was gone the pink hedgehog grabbed her foxy charge and led him over to one of the library's many bookshelves, pulling on an old, leather-bound volume entitled The Escapist. In reality the book was a switch that opened a hidden passageway Sonia and Bartleby had played in in their shared youth. Now it would serve to hide them from possible attack. As the hidden door slid noiselessly closed again, Sonia moved over to the wall in the dimly lit passage and opened two hidden peepholes that allowed her to look back into the library. Just in time she witnessed Bartleby's return, but the mink was not alone. Walking behind the noble was a pitch black hedgehog with red highlights in his head quills and a white tuft of fur on his chest. Despite how sinister his coloring made him look, it was the scowl on the teenaged looking Mobian's face that seemed his most frightening aspect, the sort of look that spoke of nothing but contempt for everything his eyes were cast upon.

"It is such an honor to see you again Sir Shadow," Bartleby informed him, casting a curious glance about the room while his back was still turned to his guest. Sonia held her breath a little, hoping that Bartleby did not decide to do something stupid like overplay his hand.

"I am in need of assistance and Dr. Robotnik informed me you were always most helpful on such matters," the one called Shadow intoned. Then he too cast a look around the library, his face changing to show how impressed he was with the large collection of books. "From the looks of this collection, he may have been right." Thus did Shadow begin to move about the room, his eyes falling onto each and every one of the thirty-seven bookshelves in turn.

Inside the passageway Sonia shook her head a little, wondering what, if anything, he was looking for. The shuffling of feet and a sudden warm presence near her told the princess that Tails had joined her, no doubt hoping for a peek through the peepholes as well. Breaking her surveillance of this new enemy, Sonia looked down to tell the kit to be quiet, but quickly realized she had been wrong in her assumption.

Tails was indeed standing right next to her, but it was not to get a look into the library he'd been clamoring for. Every follicle of fur on the poor boy's body now stood perfectly straight up, his normally puffy looking twin tails now resembling bristly brushes. The cub's hands covered his mouth in an attempt to muffle the sound of his heavy breathing, his narrow chest and plump belly expanding and contracting rapidly as he stared forward, almost as though he could see through the solid wall. In short, Tails was terrified.

"Tails," Sonia said quietly, placing a comforting hand gently on the fox's back between his shoulder blades to try and stop his shaking. "Tails you have to calm down. You can't panic now or you'll get us both caught. Please just calm down." Still trembling, Tails managed to look up at his friend, his aqua-blue eyes telling her everything. The fox was already beyond panic, he was paralyzed with fear. Robotnik himself could have materialized out of thin air, grabbed the kit, and tossed him into the roboticizer and Tails wouldn't have lifted a finger in his own defense.

_'Something's wrong here,'_ Sonia thought. _'Tails is young, but he's no coward. What could be so frightening about this "Shadow" person?'_ Again Sonia lifted her eyes to the spy holes, only to get her second shock of the evening.

Shadow was looking directly at her.

Realistically the Princess of Mobius knew it was impossible. The peep holes she was looking through were disguised as the pupils of a portrait of some long ago ancestor of Bartleby's, positioned so that while one on the inside of the hidden passageway could see everything outside, the reverse was not true for someone in the library itself. There was no way Shadow could actually see her.

And yet as she watched him in silence, it seemed as though his blood-red eyes were staring straight into her own. A black arm reached forward and, for a brief moment, Sonia wondered if he was going to simply reach out and grab her. The arm returned back however, the hand at its wrist holding not a pink hand, but what appeared to be an ancient, leather-bound book.

"It seems Dr. Robotnik was right afterall. You are a most resourceful friend to have," Shadow said as Sonia released the breath she hadn't even realized she'd been holding. "This is the very volume I wanted."

"The Complete Works of Edgar Allen Poe?" Bartleby asked curiously. "What on Mobius would you need a book of poetry for?"

"The expedition to Edge City showed me that journeying can be mind-numbingly boring, particularly when all you have in the way of company is a bunch of brainless puppets and two sycophantic simpletons. This will help to alleviate my boredom on the way to Geass."

"Geass? Isn't that controlled by the Freedom…?" Bartleby's eyes widened as he understood. "Oh…"

"Robotnik intends for me to teach them the folly of their decision to rebel against him," Shadow explained, holding up the book. "I shall return this to you when I return."

"Uh, keep it," the mink said, clearly just a bit unnerved by the black hedgehog. "I'm not really a fan of the horror genre, and if you can get pleasure from it then you should keep it."  
"Very sensible of you. I can show myself out." With that Shadow left. Sonia waited for a few minutes, making sure Robotnik's latest flunky had truly left before she once more opened the secret passage. As the false bookcase slid open with a quiet groan, Bartleby jumped a bit, perhaps afraid Shadow had somehow teleported behind him.

"So that's Shadow," Sonia stated as she stepped out of the darkened passage. "I'm not overly impressed."

"He's something else," Tails replied as, his temporary paralysis having ended, he too exited their hiding sport, grabbing hold of the arm of a chair for some support. His knees wobbled a little, clear evidence that whatever had happened to him inside the passageway was still affecting him somewhat. "His aura is like… hhhhhhh." The fox shivered a little.

"You think he's another wizard?" Sonia asked. That would explain why Robotnik was so confident in him and how he'd managed to Edge so effortlessly. In this day and age, even a journeyman of moderate skill and power would be a terrifying opponent to someone who didn't know what they were. But Tails was shaking his head.

"No, I… I don't think so. Mages feel… different. More controlled and more uniform. He felt wild… like… all over the place," the fox responded, trying to put into words something he simply knew by nature and wasn't overly sure Sonia or Bartleby could understand. "Sir Bartleby's right though. Whatever he is, he's strong; very strong. Even I could tell that."

"You see Sonia. Now will you take my advice and quit this madness?" Bartleby asked. The look on Sonia's face told the mink that his pleas, as always, were falling on naught but deaf ears.

"Shadow said he was being sent against Geass tomorrow. We have to get back to the safe house and tell Sonic and Manic. Trevor will need to be informed too so he can warn the city and get their defenses up and running."

"Sonia," Bartleby again pleaded, trying one last time to convince his lady love to hide in safety rather than challenge Robotnik and Shadow.

"Bartleby I appreciate what you did for us and I can understand your concern, but my answer remains 'no,'" the Princess said, giving her noble friend a kiss on the cheek.

"Very well Sonia," the defeated noble lamented. "I'll check outside to make sure it is safe for you and Miles to leave."

* * *

The Sonic Underground tour bus raced across the plains at a break neck speed, the early morning sun glinting off the vehicle's metallic finish as it moved. Inside its four occupants sat in near silence, unable to sleep despite having driven all night. Sonia had returned with Tails in tow, looking harried and tense as she told her brothers what she'd learned at Bartleby's. As if to confirm her story, a message had come in from Freedom HQ telling how twelve of Robotnik's aerial carriers had launched earlier that evening and were winging their way northward. Warning Trevor to send word to Geass of impending attack, the band had quickly piled into their vehicle, making ready to take the long journey towards the soon-to-be besieged city.

"Come on Manic, can't you make this rust bucket go any faster?" Sonic complained as he leaned over his emerald brother's shoulder.

"See the peddle? See how it is literally touching metal?" Manic quipped in annoyance. "The van's going as fast as it can dude. The only way we could go faster is if YOU get out and push!" The shuffling sound of sneakers moving, followed by Sonia telling Sonic to sit back down and get away from the door, told Manic his sibling had been prepared to take his suggestion seriously. "Hrrmph"-ing loudly at his less than patient brother, Manic focused on his driving, trying to will the van to go faster if only to get Sonic out of his quills.

Geass was a distance from Robotropolis proper, one of the very first cities the Freedom Fighters had managed to liberate. It had also been close to one of Robotnik's hidden military bases, a fact that, when said base had been discovered, had allowed the Freedom Fighters in the area to fortify the city against a retaliatory attack. But after the failure in Edge, the Sonic Underground didn't want to take any chances.

_'We got careless,'_ Manic thought to himself. _'We got a bunch of easy victories and got careless, and all those people in Edge City paid for it.'_ How many times had Ferrel slapped his hands or yelled at him for making careless and easily preventable mistakes when he'd been younger? How often had he gone to bed without supper simply because he'd rushed his way through picking a lock and damaged it?

"Careless thieves are caught thieves," Ferrel was often fond of saying. The Freedom Fighters had been careless and Edge had suffered as a result. Geass would not suffer the same fate.

In the back of the van sat Tails, Clockwerk on his shoulder and a spell book in his lap as he gazed out the window at the racing scenery. Anyone who looked at the kit could see that though his eyes were indeed looking at the moving landscape, he wasn't actually seeing anything. His mind was still focused on what had occurred at that somewhat pompous mink's house the evening before.

He'd never been as terrified as he'd been when he had been in Shadow's presence. Not even when he'd faced the powerful Ixis Naugus a few months earlier; and Naugus had had the advantage of being in the fox's line of sight.

When he'd been younger, still a wizard in training, he'd located a spell of fear in a book at the Tower library, an advanced form of dark magic that could cripple an enemy. Faced with this perceived prize, Tails had quickly studied the spell, slyly planning to use it against his Uncle Merlin in their next training session, a way to show the elder wizard he was indeed up to the task of casting advanced magic. Though he was under no illusions as to how effective the attack would be, Merlin was simply far too powerful for ANY novice to successfully attack him, Miles was sure that the second or so of induced panic he might be able to produce would no doubt surprise his uncle immensely.

In the end Tails had been right; Merlin had not been expecting such an attack. If he had been the defensive spells the master mage employed to protect himself from such metaphysical attacks would certainly have been weakened to the same level as the ones that protected him physically so as to give the kit a fighting chance. As they had not, all Tails could do was watch as his spell was absorbed, amplified, and reflected back at him. If Merlin had not been present to quickly break the curse, it would have been very likely his foolish nephew would have spent a week locked in a terrifying nightmare created by his own powers.

As he recalled what he'd experienced the night before, and remembered the rising terror that had engulfed him before, Tails couldn't help but see a similarity to the two incidents. Somehow, someway, whether Shadow knew it or not, the ebony hedgehog was producing an aura that instilled terror in those around him. Most likely he didn't know it. It didn't take much research to recognize that the fox's training made him more sensitive to such effects if he didn't know about them, but more troubling was the fact that those who weren't sensitive to it would probably start to feel its effects too under the right circumstances. Considering how powerful the hedgehog appeared to be, it didn't take much for Tails to figure out just what kind of circumstances would leave one vulnerable to such an aura. And so he was now looking for a way to protect both himself and his friends from Shadow's ability to generate such panic. But what made the young wizard feel even more worry was the idea that, if he could do this without knowing it, what additional powers could Shadow have that he WAS aware?

"Sonic if you don't sit down and leave me alone this instant I swear I'll turn this van around and head straight home," Manic threatened, trying to sound as authoritative as he could. It was an empty threat of course. Manic had no intention of abandoning Geass to its fate and he knew it, but the cooped up Sonic was getting so annoying. Just as Sonic prepared to point out this little fact to his emerald brother though, something else took precedence.

"Chaos Spear!" Like bolts of lightning four shafts of energy appeared before the battle van, striking its wheels and effectively obliterating their tires. Almost immediately Manic lost control of the vehicle as it swerved this way and that. Panicking he slammed on the brakes as hard as he could, but whatever the bolts of power had been, they had also managed to damage the braking system when they struck. While two wheels skidded to a stop the other two continued on, causing the van to spin wildly about in the dirt. Inside the three band members who had been seated and buckled held on for dear life while Sonic, who had been up complaining right in his brother's ear, quickly tucked himself into a ball and began to ricochet around the interior. Finally the van stopped with a jerk as it hit one of the many boulder that littered the area.

"Is… Is everyone one okay?" Sonic asked as he untucked himself, checking his own limbs to make sure no broken bones had occurred. In the driver's seat Manic made a muffled cry, his face buried in the airbag that had deployed upon impact. Using the spikes on his wristbands the young drummer tore open the bag, deflating it.

"I been better," Manic said as he pushed the bag down from his face.

"So have I," Sonia responded, her head dizzy from the spinning and her chest sore from the impact with the seatbelt, but otherwise fine.

"I… I think I'm all right," Tails called from his spot in the back. The kit had thrown up a barrier of air around himself and Clockwerk to protect himself from any flying debris, though the sudden stop had caused his spell book to come up and slap him in the nose. "What hit us?"

"Off hand, I'd say that," Manic answered as he pointed out the cracked front window. A few yards away from the van a figure stood, his arms crossed and a scowl on his dark face.

"Shadow!" Tails and Sonia yelled as one as they recognized the black hedgehog who stood before them.

"Attention Sonic Underground," Shadow called out, "by decree of Doctor Robotnik and the Empire of Robotropolis, you are hereby ordered to surrender. If you choose to resist," a frightening grin now came to Shadow's face, "you'll make me a very happy person."

"He's got a mouth on him, doesn't he?" Sonic quipped to Manic.

"And an ego to boot," green returned.

"I hate to be the one to state the obvious, but does anyone else feel like we were expected?"

"Short range sensors aren't picking up any SWATbots in the area, but after a crash like that, we can't be sure they're completely reliable," Sonia said. This wasn't good. While it may have been simply good guessing on Robotnik's part that the Sonic Underground would try to come help Geass specifically, there was really only one way they'd be sure enough to find the van's route. "It was all a set-up," she concluded aloud, referring to the previous night. "He knew we were at Bartleby's. But how?"

"Ain't it obvious Sonia," Manic pointed out. "Mink boy sold you out."

"No… that-that can't be true," Sonia stated, though she sounded a touch unconvinced. It did explain how Shadow had been able to set this up. "Bartleby would never…"

"Dude, wake up and smell the coffee sis," Manic countered, irritated at what he saw as his sister's naiveté towards the nobility. "Bartleby's a no-good noble, ya can't trust him."

"Uh guys, can we table this for later?" Sonic interrupted. "Somethin' tells me our new 'friend' out there's not gonna wait around much longer."

"Are you hedgehogs coming out or have you decided to surrender?!" Shadow bellowed in challenge, his hands clenched as he angrily glared at the wreck of the van. Irritation at apparently being so flagrantly ignored made him want to charge forward and rip the hated hedgehogs' van apart with his bare hands but, ever the master of himself, Shadow stayed put. He had his orders, he had a plan, but they needed to be the ones to come to him.

"What's the plan Sonic?"

"We need to get to Geass and this guy's blocking the way. Odds are he's not gonna just let us get past him," Sonic surmised. "I'll see if I can't persuade him differently, you guys back me up in case there are SWATs in the area."

"Sonic you need to be really careful," Tails warned, shivering a bit as he glanced at Shadow and felt the familiar fear take hold. "He's not like Robotnik's other flunkies, he's different."

"Don't worry Big Guy, nothing's a match for the ol' hedgehog," Sonic confidently stated as he exited the van. Outside Shadow's fixated glare softened a touch as he noticed the blue hedgehog's appearance.

"Finally," he muttered, an utterance it seemed Sonic's angular ears were adept enough to pick up on.

"What did you have someplace else to be soon? Don't let us stop you if you're in a hurry too."

"Yes, your file mentioned you have a flippant attitude 'Prince' Sonic Hedgehog," Shadow observed. "I wonder, are your feet really as fast as your big mouth? Chaos SPEAR!" Like lightning a bolt of pure power flew from the black hedgehog's hand, heading straight for Sonic. Just a little surprised by this sudden attack, Sonic's ultra-reflexes still managed to be up to the task of dodging the energy spear. With just a little less grace than normal the cobalt hedgehog sidestepped before charging forward head-first in order to slam into Shadow.

"Fast enough for ya, Sparky?" Sonic quipped as he drove Shadow back, gripping the black hedgehog about the waist as he did so. The two hedgehogs only managed to get about five feet as Shadow's own leg muscles tensed in response to his body being driven backwards and his feet dug into the ground, two deep ruts marking the progress the two Mobians made.

"Impressive," Shadow commented as his arms began to wrap and encircle Sonic's body as well. Sonic grunted as, with a hard yank, his hold on his opponent was effortlessly broken and he found himself being hoisted unceremoniously into the air. "But not impressive enough," Shadow finished as, in a display of savage strength, he slammed his super-fast opponent into the ground with a wicked powerbomb.

"AH!" Sonic yelled as his back connected with the hard, rocky soil. The sudden impact stunned him enough that the front man for the Sonic Underground was unable to move before a shoe suddenly came to rest on the tan fur of his chest. Shadow leaned over the blue hedgehog's prone form, applying more and more pressure to Sonic's sternum as he did so.

"All too easy," Shadow concluded in a tone that spoke of utter boredom. "Robotnik made such a big fuss about you; I'd hoped you'd provide a bit more of a challenge." There was no hint of sarcasm in his voice, but instead one of genuine disappointment as Shadow moved further forward to look into his opponent's emerald eyes. Beneath him Sonic squirmed in pain, unable to throw the dark Mobian off of him, but unwilling to give his opponent the satisfaction of defeating him.

"Hey Goth-boy," called a familiar voice, "get your filthy feet offa my bro!" Shadow looked up to investigate the source of this command just in time to get smacked in the face by Manic's flying boogey board. Caught off guard by the green hedgehog's sudden assault, Robotnik's files had curiously omitted this little piece of equipment; Shadow lost his balance and fell from his perch. Sonia arrived to help Sonic to his feet just as Manic pressed his attack, turning the board so that the fiery thrusters that usually propelled it forward could flare right in Shadow's face, driving the Ultimate Lifeform further back.

"Are you hurt Sonic?" Sonia asked now that they had some breathing room.

"Just my pride," the blue hedgehog said as he stood upright, right before he clutched hold of his chest. "And maybe a few ribs."

"Guys!" Manic cried as he realized Shadow was getting back up. "Little help here for your bro!"

"You'll need more than help when I'm done with you," Shadow growled as energy danced around his hands. "Chaos Spear!" A beam of power extended from a gloved hand, striking Manic's board and cleaving the device in two. Fortunately, before the green hedgehog could become separated from one of his legs, he leapt from the board, falling roughly to the ground before Shadow. "Looks like you luck has run out Hedgehog."

"Catch!" Sonia yelled as she used her impressive strength to hurl a boulder at the black hedgehog before he could attack her brother. Having been briefed previously on the various powers and abilities of the members of the Sonic Underground, Shadow was not overly surprised by the prodigious display of physical prowess, though he came close. Pulling back his arm the Ultimate Life-Form thrust his fist forward in time to shatter the oversized projectile. What he wasn't prepared for however, was Sonic following closely behind in the boulder's wake, prepared to deliver a flying kick right to Shadow's surprised face.

_'They operate as a single unit,'_ Shadow thought. _'Each one relies on the other two for protection during an attack. That makes them a formidable force to fight alone. Still, if I can separate them, they should fall easily.'_ The trio must have taken Shadow's introspective inactivity for confusion,because soon the sound of Sonia's voice came to his ears.

"Pardon me, Shadow was it?" she asked, causing spiny ears to perk up towards her as his crimson gaze was cast. "Look, it's obvious that Robotnik sent you to try to stop us." In response to this rather obvious statement, the black hedgehog grunted in ascent. "It's also pretty obvious you're not gonna be able to take us. So maybe you'd prefer to talk."

"Talk?" Shadow asked incredulously, wary of letting his defenses fall in the face of the pink one's somewhat boastful statement.

"Yeah, why not? It's better than us kickin' you butt," Manic pointed out. "Heck, bein' hedgehogs an' all, we might be cousins or somethin', and I'd hate to have to put family in the hospital."

"I don't think so your 'royal highness,'" came the mocking response. "And I didn't come here to talk!" The jets on his boots ignited, launching him forward at the trio, and more specifically at Manic. Predictably Sonic moved to intervene, his super-speed allowing him to meet Shadow before he could get within striking distance of his sibling.

Shadow smiled.

With the aid of his jet boosters, the ebony hedgehog could approximate the blue one's speed, a fact the pink and green ones could not boast as well. Just as Sonic met him, Shadow shifted his weight mid-flight, aiming a punch directly at the incoming cobalt combatant. Recognizing an attack meant for him, Sonic's reflexes kicked into high-gear as he engaged Shadow in combat, if only to buy his siblings some more time to reason with him.

"Look man, it doesn't have to go down like this," Sonic said as he worked to block a furious barrage of punches and kicks while delivering his own in return. "Whatever Buttnik's got on you, you don't have to help him." It was at this point that Shadow suddenly broke off his attack, both Sonic and himself concluding their racing assault and stopping not but a few feet apart from one another.

"'Whatever he's got on me?'" Shadow asked. "What makes you think something needs to be had on me to make me take on dangerous criminals like you three?"

"Dangerous criminals?!" the quilled members of the Sonic Underground asked as one.

"Yes. You seek to unseat Dr. Robotnik and restore to power a corrupt and self-serving monarchy. Or did you think such actions were merely considered 'playful?'"

"Dude you got it all wrong. Robotnik's the criminal, not us," Sonic stated. "You've been lied to."

"Lied to?" the black hedgehog stated with a bit of shock, as though he'd never considered this possibility. Then his eyes narrowed and his ears folded back in anger. "Deceitful wretches, do you honestly expect me to fall for such a transparent ploy?" To emphasize his anger, Shadow once more launched himself forward at Sonic. This time however, his movements were slower, less sure. From the sidelines Sonia and Manic moved to help their blue sibling, but Sonic signaled for them to stay put. If he could convince Shadow they were on the level, that Robotnik was the evil one and not them, maybe they could stop the destruction of any more cities. Thus it was that Sonic went a touch more on the defensive, blocking Shadow's quick strikes while limiting those he sent.

"It's true Shades, think about it," Sonic continued, wincing a bit as he felt Shadow's fist connect with his blocking forearm. "He had you destroy a city. Does that sound like something someone who's on the level would have you do?"

"An example needed to be made. Treason isn't tolerable under any ruler and you rebels have spread your poison deep into these people simply because of a few hard times."

"So that justifies what he's done?" Sonic called. "And it's not just that. Look at the worker-bots, look at the poor schmucks who're forced to live in Robotropolis. Heck, look at Sleet and Dingo. Do you honestly think any ruler with any good will would hire those two crooks as his tax collectors?" As he made this accusation, Sonic put on an extra burst of speed, pulling away from the attacking Shadow. "Face facts dude, Buttnik's the one who's bad for Mobius, not us." Rather than press his assault, Shadow too stopped, a contemplative look on his face as he considered Sonic's words that he still managed to make look hostile.

"Even supposing everything you say is true, that still doesn't prove you three are any better than he is," the black hedgehog pointed out. "Opposition does not equal righteousness."

"Fair enough," Sonic responded, holding up his hands. Even if all he'd managed to do was get his opponent to reconsider his allegiance to Robotnik that was still a victory in Sonic's book. "But at least give us a chance to prove ourselves Shadow. I mean, ya gave Buttnik one and he's a grade-A creepazoid." For a few brief moments the black hedgehog seemed to consider Sonic's words.

"Very well Prince Sonic Hedgehog," Shadow said, emphasizing Sonic's last name for some reason the blue Freedom Fighters couldn't understand. "I'll allow for the possibility that Robotnik is the bad guy in this situation."

"S'all we ask pal," Sonic said amiably, offering out his hand for his former enemy to shake. With a look that held only the barest traces of suspicion on his face, Shadow took the proffered sign of friendship. "Glad we could see eye-to-eye on this Shadester," the high-speed hero said as he shook the dark hand. A distance away, both of his siblings heaved a sigh of relief as they witnessed the conflict reach a good resolution. "With your help, it's only a matter of time before Robotnik…"

"Sonic! Look out! He's lying!!" came the voice of Tails as he stormed out of the still downed tour bus, completely ignoring his guardians' previous orders to stay put and stay safe in favor of relaying the information he'd realized as he'd watched the confrontation through mage's eyes. Distracted by the sound Sonic turned to watch the agitated orange streak as he made a bee-line for his hero. Thus it was that only a sudden, sharp increase of the pressure on his hand warned the Freedom Fighter of his impending danger. Turning back to Shadow, Sonic found the slightly convinced smile that had once graced the Ultimate Life-Form's face had transformed into one of malice and cruel intent. With a strength that belied his slender frame, he jerked on Sonic's arm, pulling the startled guitarist forward.

Sonic released a pained grunt as his forward momentum was stopped by Shadow's knee as it was driven deep into the azure speedster's gut. Pain of all colors and variations screamed into Sonic's brain as he could almost swear he could feel some of his internal organs rupturing from the force of the blow. Whether or not this was fact was uncertain, but the sound that could be heard was most definitely the crunching of cartilage. Sonic's ribs, already suffering from their earlier mistreatment thanks to Shadow's foot, had begun to cave under the force of the blow, cracking a bit and adding new waves of pain to the Freedom Fighter's suffering.

All of this combined to make the entire treacherous attack feel like it lasted for an eternity, but in truth the strike lasted for less than a second as Sonic's allies watched in horror. The damage done, Shadow withdrew his knee and grinned back at the hurting hedgehog's siblings. In too much pain to stop his opponent, Sonic was helpless as Shadow, who still held his hand in a firm grip, began to spin about in place, dragging his victim through the air as he did so. Again the dark hedgehog's strength was displayed as he hurled Sonic through the air directly at his brother and sister, snapping his wrist just before letting go in order to start the blue wonder spinning head over heels. Rather than evade their injured brother turned projectile, both Sonia and Manic moved to catch him, ignoring the pain as Sonic's sharp quills cut into their hands. All three members of the Sonic Underground crumpled to the ground in a heap as Sonic yelled in pain from the impact.

As he watched the hedgehogs fall to the ground, Shadow could only smile. This was going exactly as he wanted it to.

To be continued…

Author's Note2: Say it with me now... SUCKERS!!


	7. The Darkness Within

Operation: Shadowfall

by Asher Tye

Author's Note: This is getting to be a habit with me, isn't it. Hopefully next week's update will be more afternoon than middle of the night.

Anywho, since I can't contact them via private message, here's my shout outs to the three reviewers who left anonymous reviews. ::clears throat::

**Nothern_megas:** Hopefully this chapter will answer your questions concerning Shadow.

**Jessi: **And here it is for your viewing enjoyment. ;)

**O-o: **Can you think of a better way to show off the power of Shadow?.

Now that that's done, all I can say is remember to review when you read. After all, I can't make improvements if no one reviews. Ciao for now.

Disclaimer: I don't own Sonic, Sonic Underground, or anything related to Sonic's copyrights. Sega and DiC own them. (bland, no?)

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Chapter Six: The Darkness Within

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"Maria!" Shadow screamed at the top of his lungs as he raced through the corridors of the base.

He ran as fast as he could, the metal heels of his sneakers making a distinctive clicking sound as they struck the metal floor, a sound that was almost instantly drowned out by the noise of the chaos that surrounded him.

The enemy was attacking.

Good as the complex's defenses were, as excellently as its shields had hidden them, the humans had still been discovered, had still been attacked. The human soldiers were fighting valiantly to keep the enemy at bay but it was clearly a losing battle. They were outnumbered and outgunned. Every time he encountered a fire fight Shadow attempted to offer aid as he could, the complex was his home as well, but one too many near hits by frightened humans who thought HE was part of the invasion force had convinced him to stay hidden unless bidden otherwise. But with the invading Mobians so deep within the building, Shadow's thoughts had turned to worry over the Professor and Maria. He had to find them and protect them from harm.

"Halt!" yelled a voice Shadow didn't recognize. The ebony hedgehog turned to find himself facing three figures who were most definitely not humans. Like him they were short, only about three feet tall, and covered with fur. Or at least the parts of their bodies that were visible under their armor were. Though each looked different from the other two, Shadow's mind swiftly latched on to the notion that they were all one race; Mobian. They were in fact the first flesh and blood Mobians he'd ever seen. And they were pointing energy rifles at him.

Not a good start to a first meeting.

"Sir, it looks like a hedgehog," one of the Mobians that resembled a rat with raccoon markings said.

"Not one of ours Cole," the leader of the trio, a ferret-like creature, responded. "That makes it one of theirs."

"Look I don't have time for this," Shadow interrupted, trying to reason with the Mobian soldiers. "Just leave me alone and I'll leave you alone."

"Nothing doing traitor. By order of the King of Mobius, you're now our prisoner."

"No," the ebony hedgehog stated with great finality.

"You don't have a choice kid," the third member of the group finally said. "You're unarmed and defenseless. Don't give us any trouble and you won't be harmed."

"I may not have weapons," Shadow said as his arm crossed his chest, "but I am anything but defenseless. Chaos Spear!" Blasts of chaos energy left his hand as he swiped it through the air. The soldiers' trained reflexes allowed them to fire their weapons, but the spears of power simply intercepted the shots and absorbed them, not even slowing down as they struck each weapon and destroyed them. Recognizing an unwelcome battle when they saw one, the soldiers opted to withdraw and regroup; just as their opponent had intended.

Glad he had not had to be more forceful with the soldiers, Shadow turned and continued on his trek through the base to find his missing friend. If the Mobian soldiers were willing to shoot at him, they would most likely have no qualms with shooting actual humans. A few more times he came across more Mobian soldiers, and each in turn fled before him after a disarming demonstration of his powers. All the while the building shook, rocked by the heavy artillery the Mobian army had apparently brought with them to soften up the humans' defenses. The fact that their forces had penetrated the base so deeply meant that in all likelihood the main defenses had been summarily destroyed.

Finally he made it to the room he'd been looking for, the one belonging to Maria Robotnik. He paused for a second as the scent of smoke came to his nostrils, a bolt of fear racing through him as he recognized the tell-tale presence of fire.

"MARIA!" he bellowed as his hands forced their way between the hydraulic door and its frame, yanking the steel barricade open with supernatural ease. Inside the room was ablaze. Shadow felt a horrible dread well up within him as images of the blonde Robotnik's immolated form danced unbidden through his head.

"Shadow!" called a voice that lifted the black hedgehog's spirits. Maria was alive. Unable to escape from the shaking, burning, crumbling room, the sickly girl had done the only thing she could, gone into the washroom and barricaded herself against the smoke with wet towels. His mission now clear, Shadow boldly strode into the flames, small bursts of chaos energy allowing him to smother some of the flames as he went, cutting a path to the washroom, though he was wary of damaging the room's remaining structural integrity. Again a door proved little obstruction for the Ultimate Lifeform and inside he found his friend standing unsteadily in the bathtub, as far away from the door as possible. A look of relief came over the girl's face as she spied her ebony friend.

"Are you able to move?" Shadow asked as he moved over to Maria. Carrying the petite human would be easy, she didn't weigh very much, but doing so would hamper his own movements considerably. Not the best way to travel through a potential combat zone, especially given that the more fragile girl was still bigger than he. Fortunately Fate had decided this would not be a problem.

"I'm all right, I should be able to move without too much assistance," she answered. Shadow nodded and grabbed one of the hand towels from the nearby sink, turning on the faucet in order to get the cloth good and wet.

"Put this over your mouth and nose," the ebony one commanded. "It should be able to filter out the smoke from the air for now." Obediently Maria complied.

"Have you seen my Grandfather?" the girl's muffled voice asked through her makeshift mask.

"Not yet," Shadow admitted. "But the Doc's tough, and important to boot. I'm sure he's being taken care of." Once more the experimental creature used his chaos abilities to blast back the fire, again mindful of the damaged area.

_'Just make it to an evacuation point and Maria will be safe,'_ Shadow thought as he began to lead the girl through the complex, his superior hearing allowing him to steer them away from any active combat zones. _'Surely they wouldn't shoot at Maria, would they?'_ he worried. _'They may be enemies to the humans, but she's just a girl. And a sick one at that.'_ Still, Shadow had seen enough war movies and documentaries to know that civilian status meant next to nothing in a firefight. It would be best to keep Maria as far away from the actual fighting as possible.

Of course even the best laid plans of hedgehogs can go awry without warning.

"F-F-Freeze where you ar-r-re," a trembling voice commanded in what was obviously an attempt to sound authoritative. Immediately Shadow halted, as did Maria.

_'Please, not now,'_ the hedgehog silently pleaded.

"T-t-t-turn around, now," the voice stammered out, quickly adding, "Slowly! Or… or else." Quietly human and hedgehog complied. The speaker turned out to be a cat, and a young one at that if Shadow was any judge, possessed of a tabby's striped markings. In his orange furred hands he held a laser rifle just like the other Mobians had, its barrel shaking in fright as he stared at the two he'd caught.

This was not good. Scared out of your wits was no condition for anyone to be holding a gun in, particularly in such a delicate situation. A soft noise came to Shadow's sensitive ears as he watched the frightened feline and tried to figure out some way to escape without endangering Maria.

"Unit 3-6-1 confirming contact with black hedgehog of unknown… unknown identity, please advise," the cat suddenly said, a sharp movement of his head revealing not only the small headset radio he talked into, but also the stain of blood that matted his fur. "Command, please advise," he said again. It was at that point that Maria suddenly doubled over, caught in a coughing spasm as the smoke began to irritate her sensitive lungs. Immediately the cat's attention fell completely on his captives as his body went rigid and his gun swung to aim right at the girl, his hand tensing around the trigger.

"No, no wait!" Shadow yelled, moving in front of the girl. "She's sick, she needs medical help!" he explained hurriedly, hoping the Mobian would understand and calm down a bit. Though quite sure he could disarm the youthful soldier if he needed to, he wasn't so sure he could do it without Maria getting hit. Agitated opponents were simply too difficult to predict.

"Stay back!" the terrified tabby commanded, his gun now aiming at Shadow's smaller body. "Stay back or I'll shoot!" Shadow held up his hands, more than a little irritated that he had to patronize so pathetic a creature as this Mobian. Still, Maria's safety took priority over pride.

"I'm unarmed," he said softly, calmly, and clearly, trying to show off how non-dangerous he was.

"No-no you're not. You've got some… device or something, I don't know what. It lets you shoot lasers from your hands."

_'Crud!'_ the hedgehog angrily thought, though his face betrayed none of his emotions. _'One of the soldiers I bumped into must have reported me.'_

"Command… this is Unit 3-6-1, please respond," the cat said again, his voice cracking a bit in fear. Even with his own limited experience, Shadow could tell this particular invader was completely green, lacking any real field experience and completely in over his head. He'd probably been told all about the humans inhabiting this base, how they were bigger and stronger than him, and most likely he'd even prepared himself psychologically to handle such opponents, especially with his squad-mates to back him up. But it was quite clear an energy shooting, enemy hedgehog who could rip doors out of their frames was a bit out of his realm of expectations. That, combined with what most likely had been a previously disastrous event if his head wound was any indication, had pushed the cat to his breaking point. For the sake of Maria, Shadow had to find a way to calm this soldier down. How was a problem the Ultimate Lifeform's computer-like mind just couldn't solve. Fortunately Maria's more empathic one proved up to the task.

"We surrender," she said in as strong a voice as she could muster without shouting, causing the tabby to look back in her direction, though his gun remained trained on Shadow.

"What?" he asked, more curtly than Shadow thought appropriate. The hedgehog dismissed this thought and decided to follow Maria's lead.

"She said we surrender," he repeated, saving Maria some energy. "You win; we're your prisoners." The tabby didn't look like he believed Shadow.

"You're… You're lying. Trying to get me to drop my guard."

"No, we're not," Shadow replied, attempting to will calmness and serenity into the frightened feline.

_'Please, please, please believe us,' _the hedgehog thought, even as he prepared for the worst case scenario. If he moved quick enough, he could probably cause the rifle to explode in the Mobian's hands, crippling him and allowing them to escape.

"You don't really want to hurt us, do you?" Maria asked; a childish question, but very too the point and asked with such sincerity that it sounded more like a wizened elder asking a wayward child than a potential war casualty to a scared soldier. At her very concise question, the cat seemed to calm a bit. Maybe he really didn't want to hurt anyone, at least anyone who was as plainly unarmed as they were.

"Command, please acknowledge, Unit 3-6-1 requesting orders," the feline said, continuing his efforts to get the leaders of his group to speak to him. From what Shadow could hear, whatever response they might have been sending was being severely broken up by static.

"From the looks of it, you got a head injury recently," he began. "It's possible whatever caused that may have damaged your comm-link." Fur stood on end as the cat looked at Shadow in horror.

"No! I-I'm just…"

"Hold it, hold it," Shadow begged. "We surrendered remember; we're your prisoners. Maybe instead of trying to get in touch with your commanders, you should just do whatever you're supposed to do with prisoners you catch."

"You'd like that," the suspicious Mobian accused. "Wipe out my entire chain of command here in one fell swoop."  
"We would never…"

"He would… he COULD… He's too dangerous. Too able to destroy everything… everyone."

"I won't do anything, you have my word."

"Why should I trust you?"

"You have a hostage," Maria informed him. "Me."

"Maria."

"Shadow won't attack as long as I'm your hostage, so you have no reason to be afraid of him." The hedgehog gritted his teeth. The point of surrendering had been to keep the guns pointed AWAY from the sickly girl who didn't move fast enough to deal with them. That was when Maria once more began a coughing spasm. No doubt about it, the smoke in the air was getting to her. She needed medical attention, any medical attention, and she needed it now.

"Look, uh, Private," Shadow said, hoping human and Mobian military uniforms were similar enough to allow him to make an assumption of the cat's rank, "my friend here needs help. If you keep her safe and get her the help she needs, that's all I ask."

"She doesn't look good," the cat observed. Shadow bit his tongue to prevent a caustic remark from escaping his mouth. Raising the Mobian's ire would not help him do what he wanted.

"Yes, she is. And being out here is killing her. Help me save her… please." The pleading tone of his voice made the bile rise up in his throat, but Shadow could see no other way to move this conversation along. "Just take us back to your base, or headquarters, or whatever your King has set up for you and you'll be a hero. You'll have captured the 'dangerous black hedgehog' single-handedly. And with no bloodshed." The cat seemed to be considering this at the moment, his ears twisting about as he did so.

"Fine," he finally decided, motioning towards Maria with his gun. "You… You come over here by me, and he stays in front where I can keep an eye on him."

"That won't work. She needs help to walk." Again the cat looked unsure, but Maria was very convincing as a frail young girl.

"Fine. She can lean on me for support," the private decided, some of his courage coming back to him as he began to assume the proffered upper-hand. As Maria approached, the feline jerked his gun at Shadow. "But no funny business from you."

"Not even a bad pun," the black hedgehog said, relief filling him as he finally saw a light at the end of this dark and fiery tunnel.

But the Universe rarely remains so uncomplicated.

"Put your hands in the air, all of you," a new voice commanded as the sound of several energy weapons being primed to fire was heard.

_'No, not now,'_ Shadow thought as he watched the Mobian's fur suddenly stand out on end as his weapon rose. A squad of human soldiers had managed to sneak up on them and were now aiming their own weapons at the trio. Almost predictably the cat grabbed hold of Maria, his previously calm demeanor vanishing under panic again as he held her close.

"S-Stay back! I have a hostage!" the feline private yelled, pointing the barrel of his gun at the blonde Robotnik's ribs. It was all Shadow could do not to recklessly charge forward to save her.

"He's right, he has a hostage, hold you're fire," Shadow called back, hoping the squad would hear him and understand.

"Drop your weapon and release your hostage furry. Don't test your luck with me," the human leader called back.

"No. I-I know what you animals do to your prisoners," the scared tabby predictably responded. "I'm not gonna end up as a guinea pig for one of your cracked experiments."

"You're the only animal around here Mobian," the human retorted, causing Shadow to shudder slightly. "Now drop your weapon and surrender before you end up in a pyre over a cage."

"Stop," Maria interjected, "there's no need to shoot him." It was at that point that Shadow realized the cat private had not pulled Maria close to him to be a shield, Maria had moved herself. She was protecting him.

"Don't shoot, you might hit Maria!" Shadow commanded, not trusting even the best of shots to be able to hit the smaller Mobian over the girl. Maria stood her ground, moving to stand in front of the cat now.

"In case you haven't noticed, Miss, his kind are the ones invading our home. He's the enemy. Now stand aside before I decide you're an enemy sympathizer and take steps to neutralize the both of you!"

"They'll be the last steps you ever take human." Those words had formed in Shadow's mind, but they had not come from his lips. Rather they had come from the leader of a squad of Mobians that had apparently decided to join the fracas. The only good thing Shadow could say about these new arrivals' appearance was that the extra back-up seemed to calm the cat near Maria down somewhat.

But this was getting out of hand. Silently Shadow began to summon his chaos energies. If he acted quickly he could destroy everyone's guns before a single shot could be fired. And then it happened.

An explosion that rocked the area.

Human and Mobian both lost their balance as chunks of what was once ceiling fell down upon them.

And then came the gunfire. There was no way to tell who shot first or why. Just as easily as someone could have seen an opportunity to attack and end this quickly, someone could have accidentally squeezed their trigger as they lost their balance. There was even every possibility that the first "gunshots" heard were in fact something else exploding. It didn't matter. In seconds the air was filled with laserfire as everyone began to shoot. Instinct caused Shadow to duck for cover to avoid getting hit, but he quickly mastered himself as he remembered his charge; Maria.

She was still out there, still defenseless, and no doubt still with that cat. Knowing this was an unsafe position for her to be in the dark hedgehog moved onward, staying under cover lest either side mistake him for an enemy combatant. He moved with all the grace and speed his lithe body could produce, his ebony coloring allowing him to blend in with the shadows cast about by the fires of the damaged building.

Soon he found them both, the cat and Maria. They too had taken shelter from the gun fire. The cat was clearly scared out of his mind as bolts of light sailed above his head, and Shadow might have felt pity for the youth if he hadn't been the one who'd started all this nonsense.

Quietly he moved about, getting closer to Maria who did not look to be fairing too well with all the smoke that was about.

"Maria, are you all right?" Shadow asked quietly as he made it to the girl.

"Shadow, cough, cough you're all right," she answered, smiling weakly at him. "I was afraid you'd gotten hurt out there."

"Not yet, though we're both probably running out of luck on that point. Let's get out of here," the experimental creature said as he lifted the girl up and gave her his shoulder for support. This proved noisy enough to catch the cat's attention and alert him to their presence.

"You! St-Stay Away!" the Mobian yelled, his eyes wild with panic as he swung his gun around to aim at Shadow. For a brief moment, time seemed to slow down as Shadow watched the furry finger pull the rifle's trigger. Red eyes widened as he watched the bolt of energy explode from the barrel. Weighed down by Maria, there was no way for him to fire a chaos spear to destroy the bolt. It was only a sudden, forceful shove to his side that prevented Shadow from closing his eyes to oncoming death.

But Maria was not so lucky. Driven by a need to protect her friend, Maria had shoved the black and red hedgehog out of the way with all her might, putting all of her miniscule weight into getting him off balance. Unfortunately this action also threw her off balance and thus did she take the blast full in the chest, jolting backward before Shadow could save her. All he could do was watch, helpess as she fell to the ground. For a few brief moments, the young hedgehog could see the unmistakable look of shock on the girl's face and then, nothing. Her eyes, once sparkling with life even at her weakest, grew dull and lifeless as she fell backwards. As he looked down at the body, an unbearable grief began to overtake Shadow as tears welled up in his eyes.

"Maria… Maria, talk to me," he begged in futility, trying to fan whatever spark of life might remain in the sick Robotnik's frame. But nothing happened and all the hedgehog could do was wallow in his misery.

And then he heard it, the tell-tale sound of a laser rifle being primed to fire again. A glance to his side told him that the Mobian cat was once more aiming his rifle. He still looked terrified, but that mattered little to the Ultimate Lifeform. All he could think about was what, who this feline's actions had taken from him.

_'No, it's not just this cat's fault,'_ Shadow thought as the cat seemed to say something the hedgehog didn't bother listening to. _'This stupid fool is just a tool. If it hadn't been him, another would have done the deed. It's the Mobians who are to blame for this. If they hadn't attacked, if they'd just left us alone…'_ Sadness and grief began to twist and turn, transforming into rage and hatred as he gave these thoughts more and more attention. "Vermin! Maria tried to help them, tried to keep the humans from killing them, and they gunned her down like she was nothing."

"Put your hands in the air, right now… or I'll fire!"

"Fire? At me?" Shadow asked incredulously, his blood pressure rising as he began to move towards the Mobian soldier. "Do you actually believe that to be a threat? That your pitiful gun can protect you?" Shadow's eyes blazed as the cat's own widened in ever growing fear. "You DARE threaten me after what you've done?!"

"Stay back!" Once more the gun's trigger was squeezed. Like lightning Shadow shot forward, one hand striking the gun and knocking it out of the way just before it released its blast. His second hand grabbed hold of the private's throat, hefting the struggling feline into the air by his neck. With an audible snap, the cat's neck broke in Shadow's grip and his body went limp, after which he was allowed to drop to the floor like a rag doll. As he looked at the dead body the hedgehog felt no remorse for his actions; save that he had not performed them earlier when they might have saved Maria's life.

All around him he could hear the sounds of battle and all he could think about was the one casualty that mattered, at least to him. And yet neither side shared his grief. They couldn't even stop their senseless conflict to understand what they'd done, the valuable life their actions had snuffed out.

They were selfish, they were unworthy.

As Shadow continued to dwell on this fact, his rage only intensified, so much so that he didn't even notice the explosions going on around him. What he did notice was the bodies sneaking about, getting into position. The Mobians were pushing back the humans.

They didn't care.

As he began to focus on the nearest of the soldiers, all the dark hedgehog could see was red.

* * *

Sonic hurt. Scratch that, he hurt a lot.

Sonia and Manic held him carefully, trying to keep their ailing brother from being injured further, but it wasn't helping much.

Several yards away Shadow stood, a malicious smile on his face as he looked at the three hedgehogs. Nearby Tails, who had been flying from the van to warn Sonic of Shadow's impending treacherous actions, stopped mid-flight, his face the picture of worry as he looked at his injured hero.

"Apparently Dr. Robotnik greatly overestimates your abilities, Prince Sonic," Shadow concluded, clearly challenging the injured Freedom Fighter to rise again. This instead raised the ire of a certain pink hedgehog instead.

"Brave words from someone who attacks an unaware opponent," Sonia called, clearly upset. Shadow merely chuckled darkly at the Princess's show of fury.

"What you call cowardice, I call taking advantage of a foolish opponent," the dark hedgehog retorted. "Or did you really think you could win by so insulting a tactic?"

"Insulting?!" Manic yelled, now also visibly upset. Although of each of his siblings he had the fewest qualms with fighting dirty, there was still a limit. "How do ya get that?"

"Do you really think there isn't anyone on this worthless mudball who wouldn't realize Robotnik is a 'bad guy?'" Shadow asked, hands crossed over his chest.

"So you just help butt-heads like Buttnik to get your jollies?" Sonic managed to growl out, struggling to get into a sitting position despite his injuries. Instantly his siblings were giving him support.

"This has nothing to do with him, he is merely a convenient ally to have," was the response. "This is about revenge."  
"Revenge?" the three hedgehogs asked in unison.

"Revenge for a crime committed against an innocent. Revenge for happiness bought at the expense of another. Revenge for what your wretched family did to mine!"

"What are you talking about?"

"One hundred years ago, your family ordered an unprovoked attack on the last human stronghold. The result of that attack was the death of Maria Robotnik, a girl who had never so much as harmed an insect let alone you. I have come to make you pay for that crime!"

"Dude, that was like a century ago," Manic called back. "Nobody's alive who was took part in any attack on a human base."

"I'm still here," Shadow barked. "And it doesn't matter. Without human competition, Mobians were free to expand and establish their civilization with out heed of anyone else. You lived lives of peace and happiness, all bought with the life of one who never deserved to be sacrificed for such a pathetic race. A dying girl your ancestors' actions slew." Shadow's red eyes almost seemed to flare crimson as his rage exploded. "For that crime… I'll make you all suffer before I wipe you from existence." Jumping into the air, the black hedgehog's hands glowed as he tucked into a tight ball. "Chaos Spear!" His body exploded as he screamed this command, sending forth shafts of deadly chaos energy screaming towards his targets. Sonia and Manic each gripped hold of Sonic's arms, preparing to move their still wounded brother out of harm's way. It was the intervention of another that proved this unnecessary and unnecessary risk to take.

"Aeroni beran!" called Tails as a wall of solid air appeared before the hedgehogs, knocking the chaos attack off its course and harmlessly to the ground. The little fox zoomed in to stand before his friends, his body shimmering with a faint green glow as maintained control of his elemental magic. Shadow glared at the cub, clearly angry that his vengeance had been so denied.

"I guess that would make you the new Archmage. Miles Prower, correct?" he stated flatly. Miles nodded determinedly, trying to hide the nervousness he felt as he faced down the hedgehog. The fox could still feel the waves of paralyzing fear Shadow was giving off, now obviously a side-effect of his exponential chaos powers.

"That's right," Tails answered truthfully.

"At present I have no real grievance against you personally," Shadow began to explain. "That being the case, I'll give you a single chance to leave this battle in peace."

"I'm not leaving my friends, so fat chance," the vulpine wizard retorted, hoping he sounded braver than he felt at the moment. "If you want to hurt them, you have to defeat me."

"Admirable; but remarkably foolish." With that, Shadow charged forward.

"Gigani race!" Tails commanded as the ground beneath the attacking creature's feet suddenly shifted. Shadow's quick reflexes served him well as he leapt into the air just as his balance began to shift. Again the hedgehog's hands glowed, signaling he was preparing an attack, but this time he was interrupted as something hard struck him in the back, sending him careening back to the ground. Casting a glance back up behind him Shadow noticed what looked like a small, metallic piglet floating in the air via a propeller that was sticking out of its back.

"Way to go Clockwerk! You nailed him," Tails called up to his pet machine.

"Annoying little brat," Shadow growled as he nimbly pushed himself back to his feet, dusting off his ebony fur. "Do you think your little toy a match for me?"

"Maybe not by himself," the fox responded, success adding a bit of defiance to his voice as he summoned more magical energy to himself, "but we're a team."

_'And probably a fairly effective one too if I let you keep gathering steam,'_ the Ultimate Lifeform thought to himself, trying to keep a wary eye on both vulpine and mechanoid. _'Robotnik's file on this cub was short, but it told me he isn't that advanced a magician. That being the case, he probably isn't too serious a threat by himself, but if he can keep me occupied until Sonic recovers from those blows I gave him…'_ Deciding this was not a plan he'd let come to fruition, Shadow made his move, charging for Tails in an erratically hopping, serpentine path in order to negate the potential problems in the fox's earthen magic. Predictably the boy's mechanical minion attempted again to strike Shadow from behind, but this time the hedgehog was prepared. Recognizing a recurring problem when he saw it, Shadow caused the rockets in his shoes to flare as he suddenly altered his course. This in turn allowed Clockwerk to shoot past him, now on a collision course for his young master. The robotic piglet let out a terrified squealing sound as it realized where it was headed, a sound echoed by Tails as the fox reacted and dove to the side to avoid getting struck. How could he know this had been precisely what Shadow had planned for him to do?

"Gotcha!" the dark hedgehog yelled as he caught up to the mage and made to grab the boy. A nasty smirk suddenly crossed the boy's muzzle.

"Ferani pickaye!" Tails called as he threw his hands out before him. Sensing something was coming, Shadow too called upon his own powers just as the explosive ball of fire appeared between the fox and the hedgehog. The interaction of the elemental and chaos energies wound up increasing the explosive power of the spell at the cost of its heat, causing both creatures to go flying away from each other. More resilient than his vulpine opponent, Shadow was the first to recover, glaring angrily at the woozy fox as Tails got to his feet.

"You stupid brat," the hedgehog barked. "You don't make bombs that explode in your face. If I hadn't acted to get rid of the heat, we'd both be charred corpses right now."

"Don't milk it, you only acted to save yourself," Sonia interrupted as she leapt at Shadow. The pink hedgehog had managed to sneak up behind the black one as he'd been sent flying and now grabbed hold of Shadow's shoulders and began to spin.

"Woah," the surprised Shadow called as he found himself suddenly caught in a tornado. Quickly the black hedgehog tried to regain control of the fight, pulling himself back towards Sonia in an attempt to deliver a kick to her head. Before he could strike however, the Princess released him and allowed the spinning winds she'd generated to carry her enemy into the air. Rockets flared to life in Shadow's shoes as the Ultimate Lifeform stabilized himself in the raging winds. "A nice trick Princess, but you leave yourself wide open for retaliation," Shadow called as his hand began to pulse with power. Power that never got a chance to be released.

"Cowabunga!" Manic screamed as he descended from on high. So occupied had he been with Sonia that Shadow had not noticed it as Manic had entered the swirling vortex and used the undamaged half of his wrecked hoverboard to surf the air currents. Thus had he gained far more altitude than Shadow, the perfect vantage point from which to catch the experimental creature with a literal flying tackle. Hedgehog quills had acted as rudders to guide the green body downwards, smashing Manic right into the very surprised Shadow. It had been all Shadow could do to twist his body about in mid-air to try to catch Manic with the prepared chaos spear, but all this did was add more thrust to their combined bodies as they fell. Their momentum had been helped the rockets on Shadow's suddenly flailing legs, virtually guaranteeing that both enemies would be forced out of the twirling tornado.

Thus it was that both Manic and Shadow were sent crashing into the ground below, their bodies creating a rather deep crater where they landed. Having had the good fortune of being on top of this mad tackle, Manic was spared the brunt of the impact, allowing him to rise again fairly quickly and get to his knees to gaze down at the half-buried and unconscious Shadow.

"Hey guys," he called back to his team mates. "I think I got him."

"Be careful Manic," Sonia called back. "We don't know how much this guy is capable of."

"Ah you worry too much Sis, dude's completely unconsc… ACK!" Manic's words were cut off as a hand clamped onto his throat, choking off his air supply as Shadow pulled himself out of the rubble that covered him.

"Congratulations, you have become very annoying," the dark hedgehog announced, his free hand glowing as the green hedgehog struggled to escape the death grip. "Now you're going to pay for trying to bury me." Before Shadow could carry out his threat though, the Ultimate Lifeform suddenly released Manic's throat, jerking his arm back just before what looked like a blue buzzsaw blade could slice off the appendage. Even as it passed the two combatants, a tan arm shot out from it, taking hold of Manic's own arm to pull him to safety at high speed. Only when they were both out of reach of the Ultimate Lifeform did the "buzzsaw" stop spinning, revealing itself to be none other than Sonic Hedgehog.

"You okay bro?" Sonic asked of Manic as the drummer rubbed his sore neck.

"Better'n I was," Manic responded, just a little bitter he'd had to be rescued. "How're you hangin'?"

"Tails fixed me up good as new while you had Shadow distracted," the blue hedgehog explained, stretching his legs for emphasis. Then he turned his attention back towards Robotnik's new ally. "What say we put the kibosh on short, squat, and ugly?"

"Arrogant words for someone who's spent the better part of this battle moaning in agony," Shadow quipped as he crossed his arms in contempt. "What makes you think that won't happen again?"

"You caught us be surprise before Shads. This time we know what you can do."

"Oh really?" the dark one said as both hands gripped something on his wrists hidden under his gloves. With an audible snap, what looked like two golden bracelets fell from his wrists, clicking as they hit the ground.

"What in the…"

"Guys," Tails called, backing a step away. "He's… he's done something… something bad."

**[[Author's note: Begin track; "You Better Fear Me" by The Deleted]]**

"Very perceptive," Shadow responded, his eyes glowing as he smiled. "Those bracelets were designed to help me control my chaos powers when I was younger. They suppressed my energies so that I could control them better, but left me much weaker as a result. But now that they're off…" A wave of power washed over the quartet as Shadow summoned chaos energy to him, bringing with it a cloud of dirt and young plants as it did so.

"This may be a problem," Sonia stated as she and her brothers struggled to see through the artificial storm.

"Why? Just because he's become even more of a wind bag?" Sonic quipped.

"You fools barely held your own before, now I have you completely outclassed." Shadow's arms swung wide as he released a barrage of chaos spears.

"Motor time!" Sonic called as he grabbed Manic's arm again and sped out fo the way. Responding to the threat as well, Tails took to the air, airlifting Sonia to safety as he did so. Though the energy projectiles failed to hit any of their intended targets, they did manage to decimate everything else in the area, including the Sonic Underground's crippled tour bus.

"Ah man," Manic lamented as he watched his beloved van exploded under the assault. "We just got it back together too."

"My apologies," Shadow said as he moved to intercept the two brothers, "I'll bury you with its engine when I'm done."

"Gigani gan!" Tails called out, summoning forth his spears of rock to stop the dark hedgehog's advance. Heightened senses and quick reflexes easily allowed the Ultimate Lifeform to evade the trap.

"I wondered if you were still in this battle," the dark creature grumbled as he broke off one of the rocky spears' sharp tips and hurled it at the fox's perceived direction. The eerily accurate throw so startled the fox that he failed to move even as the sharp point made a beeline for his chest. Fortunately Clockwerk, for whom fear was not a concern, did not fail to act, intercepting the rocky projectile as best he could.

"Clockwerk!" Tails called as the little machine was knocked from the sky, his tails spinning madly as he went to his familiar's aid.

"Typical child," Shadow snorted, "more concerned for his toy than about the battle happening around him."

"Speaking of battle," Sonic interrupted as he charged in to try to deliver a high speed punch to the back of Shadow's head. Much to the blue one's surprise, the attack failed as Shadow nimbly dodged to the side, grabbing hold of Sonic's outstretched arm as he did so.

"Fool," he spat as he threw his attacker over his shoulder. "Do you think you can so blithely announce your attacks with me?" Sonic gave a pained grunt as he landed on his back, the force of the throw nearly enough to dislocate his shoulder. Before Shadow could capitalize on the attack however, a surprise attack managed to strike, a small, thin stick belonging to none other than Manic.

"You want sneaky, come to me dude," the drummer snidely remarked as the thrown drumstick returned to his hand, allowing Sonic to move away.

"If you really were all that effective, you would have made such an opportunity amount to more than hitting me with a puny stick."

"Dude, check your butt." Quizzically Shadow did look down at the back of his hip, just in time to catch sight of one of the small explosives Manic kept in his fanny pack for opening particularly stubborn locks firmly attached to his fur. A hand moved lightning swift to rip the offending device off just as the detonator's timer reached zero. Having been designed to be used as a breaking and entering tool, the resultant blast was not particularly powerful but, given the device's owner's own flare for exhibition, it was bright and stronger than expected.

"Got him!" Manic cried as the watched the air fill with smoke and dust. His good cheer quickly faded as the smoke cleared to reveal Shadow standing perfectly still, not even a single mark on his gloves.

"Inferior explosives for an inferior hedgehog," he pronounced as the charred remains of the explosive device fell from his hand. "Your brother is super-fast, your sister is super-strong, even you little mascot can command the elements to a degree… Remind me, aside from being a klepto, what do you do?"

"Ah that's easy man," Manic answered as he reached into his belly bag and pulled out a small device. "I'm tricky." With the push of a button, the sound of whirling gears was heard as the gun turret on the wrecked tour bus began to move, homing in on the signal from Manic's remote. Turning his waist to meet this new attack head on, Shadow prepared a chaos spear to destroy the weapon, only to watch as the damage it had incurred took its final toll and the turret stopped, a cloud of smoke escaped from it.

"Apparently not tricky enough," surmised his enemy with a hint of derision in his voice as he turned to release his attack on Manic. Before the beam of energy could strike, a wall of rock erupted from the ground, shielding the thief even as it was blown to smithereens. "That's getting to be very annoying."

"Deal with it," Sonia said as she stood by Tails. "We will always protect one another from harm."

"I guessed as much," Shadow pointed out. "Which means I need to start by taking you out FIRST!" Rockets flared as Shadow shot forward. No sooner had he begun his charge than he was intercepted by a familiar blue blur.

"Hey Shades, miss me?" the leader of the Freedom Fighters quipped as he started a high-speed grapple with the ebony hedgehog.

"No," Shadow said as he suddenly slowed down to get behind Sonic. A sudden burst of rocket speed was all it took for Shadow to propel himself back to his previous speed, slamming hard into Sonic's back.

"Ah! Dirty playing lammo," Sonic complained as he twisted about to face his foe. Shadow was already tucking himself inward, getting his feet up on Sonic's shoulders to launch himself forward, adding Sonic's fantastic speed to his own.

"Sonia, Tails, move!" the hedgehog ordered as he gave a desperate swipe at Shadow's legs, missing the black hedgehog's feet by centimeters. Both Sonia and Tails complied, but rather than move to safety, the two moved for an interception. Sonia extended her arms out to her sides, preparing to catch her opponent in another tornado attack.

"Not this time Princess," Shadow smirked as he began to tuck into a ball, rolling forward in a very familiar attack. This also put him too low to the ground for the twisting winds to grab him. Sonia's spin halted as she leapt into the air to avoid losing a leg. Taking advantage of this hasty reaction, Shadow stopped rolling and kicked off the ground with his hands, somersaulting back into the air to land a kick to the Princess's back. It was with an undignified grunt that Sonia landed on the ground, Shadow nearby and ready to press his advantage.

"Sonia!" Tails called, his hands glowing as he attempted to fly to the pink hedgehog's aid, only to be stopped by the black one.

"That's right, you have the power to heal the others, undoing any progress I make," Shadow said as he violated the fox's personal space. "That's really not something I can tolerate."

"Gah!" Tails yelped as one of Shadow's hands balled into a fist and slammed hard right into the cub's forehead. The kit's vision swam for a second or two before going black, his tails ceasing their rotation as he lost consciousness and fell from the sky.

"Ah no," said Manic as he watched his foxy friend's uncontrolled descent, trying to scramble the impossible distance to catch him and prevent further injury. Though the drummer lacked the ability to accomplish this, Shadow did not, catching the young Prower and getting a pained grunt from the fallen boy as his white furred belly slammed into the Ultimate Lifeform's shoulder in the process.

"You probably should have spent some time teaching this kid some basic self-defense moves. He might have been able to avoid that attack."

"Not COOL dude," Sonic said through gritted teeth as he got to his feet.

"Don't be so naïve little Prince," the ebony creature sneered. "What did you expect would happen to him? I'd give him a swat on the wrist and send him home?" Black scowled at blue before dropping the vulpine to the ground in a crumpled heap. "This is a battle in a war. If you didn't want him to get hurt, you should have left him safe at home."

"Right. No quarter given and all that junk," Sonic said as his gloved hand went to his chest, touching the crystal medallion that hung from his neck. A rainbow of energy began to dance around the leader of the Freedom Fighters before a guitar of all things appeared in his hands. Shadow looked in curiosity at this odd instrument. It had three necks sprouting from a blue body done in the shape of curled up hedgehog. Two of the necks were connected by a single head, from which a nozzle of some sort seemed to be coming from.

Before he could make a comment, Sonic struck a cord and from the nozzle fired what appeared to be, for lack of a better description, a sonic laser. The beam was certainly loud as well as bright as it streaked towards Shadow. Quickly the dark hedgehog moved out of the way to avoid the attack. What he didn't expect however, was for the beam, rather than to impact on the ground and leave a smoking crater, to bounce off the ground and keep going, ricocheting off a few of the rocks before coming back for him. It was only thanks to his superior reflexes that Shadow was able to avoid the return attack.

"Nice trick," Shadow admitted, his ears ringing slightly from the sound of Sonic's odd weapon. "But I'll stick with mine. Chaos Spear!" Just as with Shadow, Sonic's reflexes were more than up to the task of escaping the attack at such a distance.

"Sorry sucker," Sonic smirked in declaration, "gonna have to be faster than that to catch this ol' hedgehog again."

"I'll admit, I didn't believe the dossier when it said you used a guitar as a weapon. My mistake."

"Not your only one," Sonia said, touching her own medallion and summoning her keyboard in its more mobile keytar form. Fingers danced across the keys as Sonia played a quick tune, generating a rather shrill sonic laser similar to her brothers. Again Shadow moved, avoiding the blast only to feel it as the ground beneath his feet suddenly seemed to liquefy. At first wondering if he hadn't hit Tails hard enough to take the little fox out, sensitive ears soon picked up on the tap, tap, tap of a drum and Shadow could see Manic sitting behind an odd looking drum set. Smiling wickedly the green hedgehog again began to tap out a beat on his drum, causing the terra firma Shadow stood over to suddenly become not so firma. Not wanting to chance sinking beneath the ground, the black hedgehog used his chaos spear to blast himself out, propelling his body into the air and well above Manic's current attack range. Like flies both Sonic and Sonia were on him; firing off lasers the Ultimate Lifeform was forced to dodge at a constant rate. Of course Shadow was quick to retaliate, using chaos spears in an attempt to knock out one of the siblings. Now armed with their own energy attacks, the two siblings were just as capable of blocking his spears as he had been their own attacks. So busy was Shadow trying to dodge the two mobile members of the Sonic Underground, that he was completely ignorant of the mounting threat below him. This threat presented itself in the form of a giant flat rock that suddenly rose to meet him. With a speed that belied the stone's great weight and a flexibility that seemed to it ignore its makeup, the stone slab folded around the ebony hedgehog before falling again, binding shadow to the ground tightly as Manic struck the skins of his drum kit as hard as he could.

"Sonic, Sonia, finish this!" Manic called as their enemy struggled to escape his sudden imprisonment.

"On it," Sonic called along with his sister as the pink and blue hedgehogs aimed their weapons at their helpless opponent. Twin blasts of energy fired, obliterating the ball of rock and stone and hopefully its captive in one fell swoop.

"AGH!!" Shadow yelled as the blasts engulfed him in a flash of light and a howl of sound. Their work complete, Sonic and Sonia stood still, watching the after-effects of the devastating attack.

"Think we got him this time?" Manic asked after a few minutes as the dust began to settle, revealing not but rubble.

"I'd say so bro," Sonic concluded as he looked over the shattered earth. "No one coulda survived something like that."

"So far this guy HAS survived Sonic," Sonia pointed out. "But still…" No sooner was this said than the broken ground began to shift.

"CHAOS BLAST!" came a cry as the rubble was thrown into the air revealing a frighteningly familiar form.

"I don't believe it," Sonia responded.

"No way," groaned Sonic.

"That ain't right dude," Manic called out.

"What part of 'Ultimate Lifeform' don't you three get?" Shadow growled as he took a step forward, dirt that had managed to wedge itself into his black coat the only sign of his having been attacked and essentially buried. "I'll admit that was more than I expected from a trio of glorified musicians, but if you wanted to hurt me, maybe you should have attacked FULL FORCE!" Both Sonia and Sonic looked guiltily at each other. Though both hedgehog's understood full well what was at stake with the outcome of this battle, neither hedgehog had been brought up on the idea of going for the kill. It was one thing to scrap robots without a second chance, but against an opponent of flesh and blood, both had pulled their proverbial punches, lest their weapons accidentally destroy their enemy. How Shadow had realized this bit of information was anyone's guess. Tachyon swift the guilty faces disappeared as both pink and blue hedgehogs steeled their resolve as best they could.

"Fine, next time we give you full force."

"Don't flatter yourself. That is not going to happen," Shadow said as he jumped and turned about, sending a chaos spear forth to obliterate the second stone that had been flying up behind him. A second spear trailed behind the first and shot back along the rock's course, heading right towards Manic's position. The thief barely had time to put up his drums before the explosive energy sent him careening backwards.

Despite their concern for their sibling's well being, both Sonia and Sonic decided to press onward, not wanting to give Shadow time to mount a new attack against them all. The black hedgehog had other ideas however.

"Those instruments are better weapons than I thought. Maybe I should give one a go."

"Fat chance, we're the only ones who can use these," Sonic shot back.

"I wouldn't sully my hands, your highness." Lifting his hand into the air, Shadow began to concentrate. Once more the appendage glowed with chaos energy, but this time rather than being generated at the hand, it was being collected. The light of the energy grew in intensity, forcing all three of the Technicolor hedgehogs to avert their gaze when it became too much for them. Once the light had subsided they could see a small object resting in the vengeful experiment's hand; a medallion not unlike the ones the Sonic Underground tended to wear around their own necks.

"No," Sonia said as she realized the implication. "You couldn't have… We're the only ones with…"

"Let's just see, shall we?" Shadow responded as he placed the amulet around his neck before touching it with his other hand. The object suddenly transformed into a spark of black energy, zipping around the dark one like a spastic firework before stopping right before his chest. Instinctively Shadow reached up to take hold of the ball of energy as it expanded and took form to become…

"A harp?" Sonic asked in confusion as he stared at the stringed instrument that had apparently answered Shadow's summons. The confusion lasted for no more than a nanosecond before being replaced by a sense of amusement. "Let me get this straight. You went to all the trouble to make a medallion so you could match kicks with us… and the best you could do was some sissy harp?"

"Sissy harp?" a bemused Shadow asked.

"Yeah, sissy harp," Manic restated, backing up his brother's insult. "This ain't no opera ya know. What do you expect to do, bore us asleep?"

"Considering how poorly you three have faired since this whole debacle began, I'd think you've be more respectful. Still, if you're so sure of your superiority, then try to take me out," Shadow mocked. Realizing bait when she heard it, Sonia attempted to intervene.

"Maybe we should be careful about this. Every time he does something new, he just keeps getting stronger."

"No, I'm not gonna let this loser make a punk out of us. Besides, it's a harp, how dangerous could it be?" Sonic asked. "I'll show him he's nothing but a pale imitation of us. A fake hedgehog with a fake power." Like a bolt of blue lightning Sonic was charging headlong into a complacent looking Shadow. Closer and closer the Freedom Fighter leader got and still his target did nothing. At a little less than ten feet away, Shadow's hand finally moved and for a moment Sonia feared her headstrong brother would be impaled on one of the monstrous creature's energy spears. Rather than summon forth the chaos energy, nimble black fingers instead reached up to deftly pluck one of the harp strings, just as Sonic made it to within a foot of his enemy.

It happened before anyone could blink; the space of a second, the tick of a clock. One moment Shadow stood nonchalantly in place, awaiting the attack coming from Sonic, the next he simply wasn't. No one was more shocked at this than Sonic himself as his fist passed through naught but thin air. Before he could wonder where his target had gotten to, the question was answered as another fist suddenly struck the back of his head. Now lying face first on the ground, Sonic looked back to find Shadow looking down at him, a triumphant look on his face.

"Any more doubts?" he asked. The sound of a sonic laser was heard as Sonia moved to help her brother, accompanied by the sound of earth and rock moving about at Manic's command. Again an ebony hand rose to the harp and again the sound of a string being plucked was heard. But this time Shadow did not disappear. The lower pitch of the note the harpstring produced indicated a different string from before, so it was not surprising that a different effect occurred.

Sonia and Manic's eyes both widened as they watched their attacks suddenly begin to curve backwards and return to them, forcing both musicians to dive for cover or be struck by their own instrumental attacks.

"Guys, we gotta hit him as one," the recovered Sonic said. "The instruments always work better in harmony, and that's a trick he can't copy."

"What makes you think I'm not already in perfect harmony, hedgehog?" Shadow asked suddenly. It was at this point the Sonic Underground looked at him as though he were crazy.

"What are you talkin' about? In case you haven't noticed, you're a one man band."

"Fool, I am never alone, now more than ever," Shadow responded as he held up his new harp. "The harp is the instrument of the Underworld, the music of the dead. The power you feel is not merely my own, but that of all those wronged by your wretched family so long ago." So forceful was Shadow's declaration that, as he made it, the three hedgehogs he railed against could almost swear they could see dozens and dozens of angry faces glaring at them. Not used to being on the receiving end of such hatred and anger, the trio felt themselves begin to back down just a little, actually taking a step backwards. "But dearest of all is my Maria, the very heart and soul of this instrument of vengeance and the one your wretched family, your wretched species destroyed in your arrogance." Again Shadow's hand moved towards the harpstrings. "Now feel the pain and sorrow of all those wronged in your name!" This time it wasn't a single cord those cold fingers plucked, but an entire group that called forth a sound that was both beautifully harmonious… and devastating.

Sonic, Sonia, and Manic would have been hard pressed to believe such a melodious sound could do what it did, but as all three of them dropped to their knees, their hands clutching at their ears as they howled in pain, they couldn't help but be convinced of the harp's powers. Sonic could feel his vision blurring as what felt like pure agony danced through his body, just as it did through his two siblings'. Just as suddenly as the torture began, however, it ended.

"What… What was that?" Sonic asked weakly.

"The very essence of pain and agony, directed against your very minds and spirits thanks to the power of my harp," the dark one answered. "Now feel the sorrow of all those who suffered on that fateful day, and of the pure voice silenced by your GREED!"

"We're not the ones who destroyed your friends!" Sonia pointed out, causing Shadow to stop mid strum.

"It doesn't matter. Just because you three weren't alive when this tragedy happened doesn't mean you didn't profit from it. Without humanity to compete against, the Mobians overran this world, allowing your kingdom to reach its prominence." An accusatory finger was pointed at the trio. "The peace and happiness of your people was bought with the destruction and suffering of the other, the very blood of the innocent. In the name of Maria Robotnik, I will consign you all to oblivion!" Shadow's hand raised to strike the necessary strings of his harp again; ready to deliver the final blow to his hated foes. Weakened as they were, none of the Sonic Underground could move to stop him. Just then a sudden tapping sensation came to the Ultimate Lifeform's left shoulder, drawing his attention.

**[[End Song]]**

"Excuse me," said a voice, just as a giant fist clad in a white glove and sporting two nasty looking spikes on its knuckles slammed into Shadow's cheek. So unprepared was the dark hedgehog for the sheer force of the blow that the attack was enough to send him bouncing across the ground, crumpling to a heap about fifty feet from where he'd been. Shadow looked up to see his attacker and was shocked at what he saw; an echidna.

Professor Gerald had known of the echidnas. Given his area of study it would have been unlikely he wouldn't have known. But, according to everything the human scientist had learned, the echidnas were a completely extinct species. Or, more accurately, they had all vanished as no echidna corpses had been discovered beyond a certain point, making it seem as though the entire population had just turned into air at some point in time. And yet the figure that was now taking up a defensive position over the three downed hedgehogs was no mere ghost.

"Ugh… glad to see ya Red," Sonic said as he shakily managed to get to his feet, the realization that he wasn't going to suffer another of Shadow's harp attacks renewing his strength somewhat.

"Looked like you could use a hand," Knuckles responded before noticing Sonia was trying to get up as well and almost skipping over to help her. The pink hedgehog offered quiet thanks even as her green brother made a joking quip.

"What, I'm not cute enough to help up?"

"Oh, sorry," Knuckles responded with a blush, clearly not getting the joke. Sonia shot her brother an annoyed glare that bounced harmlessly off Manic's good cheer as he was helped to his feet.

"That was very stupid echidna," Shadow called, springing to his feet before rubbing his sore jaw. Knuckles had an exceptional right hook. "This had nothing to do with you."

"One; my name is Knuckles, but creeps like you call me Guardian," the echidna said defiantly, matching Shadow's baleful glare with an impressive one of his own. "Two; if you attack my friends, rest assured I'll make it my business very quickly." At this declaration Knuckles's body seemed to sway from side to side, his massive fists swinging like a pair of pendulums. The echidna was loosening himself up in preparation for a fight while trying to intimidate Shadow at the same time. As if to add insult to injury, the contemptuous look on Knuckles's face spoke volumes about how little he thought of the black hedgehog as an opponent.

"You don't honestly think you're a match for me do you? I guarantee you'll never get a chance at another cheap shot on me again," the black hedgehog retorted. "You're strong, I'll grant you that, but next to me you're nothing." At this Knuckles simply snickered.

"And yet I don't see you attacking," he pointed out, much to Shadow's ire. "But don't worry your quills grey, I just got first hit because I could move fast enough to intercept you. My friend on the other hand…" Before Shadow could react, several shafts of steel rose from the ground around him, forming a cage of sorts as their tops moved together in a dome-like shape. Moving quickly, Shadow tucked himself into the ball and began spinning, channeling his chaos energy into his quills and cutting his way out of the cage before anything else could be done to keep him in. Searching the area for his attacker, Shadow noticed what looked like an old anteater dressed in a blue robe, the hood of which helped to obfuscate the obvious wizard's eyes. What made this Mobian seem particularly odd was the fact that he was covered in green scales, giving him a distinctly lizard-like quality. Though he had never seen the creature before, the black hedgehog had little trouble deducing the identity of this newcomer from Robotnik's files.

_'The Oracle of Delphinius. This may be a problem.'_ His muscles tensed as he noticed the Oracle's hands begin to gesture, presumably preparing a spell to attack Shadow with. Not wanting to give him the chance to attack, the Ultimate Lifeform prepared to surge forward again, only to find himself stopped as what appeared to be thick vines bound their way around his ankles, causing him to lose his balance. Angrily the hedgehog summoned his chaos energy into his hand and made an angry swipe at the plants, severing them from the ground. Looking back up he noticed a pair balls of light heading right for him. Grabbing hold of his harp, Shadow quickly plucked a string, hoping to get the spell to turn back upon its owner as he had done with Manic and Sonia. Rather the spells instead suddenly turned downwards, striking the ground right in front of Shadow and knocking him backward.

"I would suggest you surrender young one," the wizened wizard spoke, his tone benevolent and kind. "Powerful though you may be, you cannot win against the forces aligned against you."

"I am the Ultimate Lifeform, a creature of unlimited potential and power," Shadow retorted angrily, the large number of interruptions he'd been experiencing beginning to wear away his patience. "You have no idea what I am capable…"

"Shadow," barked the gruff voice of Robotnik directly into the hedgehog's ear, thanks to the small communications device he'd been made to wear before coming to this battle. "This is quickly becoming too unpredictable to determine an outcome for. It is time for a strategic withdrawal."

"I can still win this. These vermin are nothing."

"Maybe, but the odds are no longer stacked in your favor. I don't want you to merely defeat the Sonic Underground, I want you to crush them, and you can't do that with the Oracle around. Now prepare for extraction." Shadow growled in a low voice as he glared at his new opposition. The five Mobians prepared for an attack, only to be surprised as the sound of several engines being turned on came to their collective ears. Twenty armed SWATbots on hover-cycles suddenly flew overhead, each one firing its laser array to lay down a wall of suppressive fire upon the battle field. Knuckles grabbed hold of Sonia and dove for cover as Sonic raced over to take possession of the still unconscious Tails and pulled him to safety, an action mimicked by Manic for Clockwerk. Quickly the Oracle bid all of them come close to him as he cast a spell of protection against the raining death from above. Only Shadow seemed unperturbed by the rampant destruction, calmly raising an arm as one of the cycle flew close enough to the ground for him to grab onto it.

"Don't think this is over Hedgehogs!" he yelled as he was carried away. "I will have my vengeance!" For once in his fast and dangerous life, Sonic's mind failed to come up with a suitable comeback to this proclamation.

* * *

As Dr. Robotnik watched Shadow's enforced retreat from the safety of his Command Center in Robotropolis, he couldn't help but grin a little.

"Well so much for the great 'Ultimate Lifeform,'" Sleet said from beside his master as he watched the viewscreen. "I suppose I should get a contingent of SWATbots ready to escort our fallen ally to the roboticizer."

"Sleet, what have I told you about thinking," Robotnik intoned menacingly. "It is an activity for which you are ill equipped to perform."

"But sir, he failed you," the wolf Mobian pointed out.

"You fail me on an almost daily basis, but I haven't roboticized you… yet. Besides, though they were not destroyed, the Sonic Underground was defeated. It was only by the intervention of Knuckles and that busy-body the Oracle that their defeat was not final. And that can actually play right into my hands." Said hands typed commands into the computer, recalling the five super-stealth orbs that had been hiding in the area since the battle had begun. Unbeknownst to the Sonic Underground their entire battle had been broadcast live from start to finish to every machine on which a moving picture could be displayed, regardless of what they'd been doing at the time. Every citizen of the empire, be they rich, poor, young, or old, had borne witness to the defeat of the Freedom Fighter's champions and their saccharine sidekick. And that wasn't even counting the rebels that had probably tuned in, expecting to see another route of the dictator's forces. Even now they were probably discussing what they'd seen and Robotnik could almost swear he could feel the rising panic of the city.

"No, Shadow performed his job most admirably, so I would suggest you not do anything to anger the dear boy, unless you want a personal demonstration of his powers."

"Of... Of course Doctor," Sleet stammered out. Satisfied the wolf had been cowed sufficiently, Robotnik turned back to his monitors.

"Now all I need do is pick the time and place of their next confrontation, and I shall finally be rid of that wretched Sonic Underground. And then, dear Sleet, all of Mobius will be mine."

To be continued….


	8. Heart of Darkness

Operation: Shadowfall

by Asher Tye

Author's Note: Another week, another chapter. Anywho, since I can't contact them via private message, here's my shout outs to the three reviewers who left anonymous reviews. ::clears throat::

**XD:** I take it you're a Shadow fan, huh? ;-)

**Jessi: **Verily

Now that that's done, all I can say is remember to review when you read. After all, I can't make improvements if no one reviews. Ciao for now.

Disclaimer: I don't own Sonic, Sonic Underground, or anything related to Sonic's copyrights. Sega and DiC own them. (bland, no?)

& & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & & &

Chapter 7: Heart of Darkness

* * *

Blue eyes fluttered open as Tails found himself regaining consciousness, a pounding pain in his furry head his reward for doing so.

_'Where… Where am I?'_ the cub thought as his senses told him he was now lying in a bed, something he definitely hadn't been doing before he'd taken his impromptu nap. In fact the last thing Tails remembered was Shadow's fist colliding with his temple and then… darkness. Obviously something had happened to the kit in the interceding time. Azure eyes began to look around the room he found himself in, and the fox could feel his hopes for the outcome of the previous battle plummet just a bit.

The room looked nothing like any of the Freedom Fighter safe-houses, or at least none of the ones Tails was privy to. It was almost barren, lacking any decorations on the walls and only the sparsest furnishings on the floor. The whole thing put the fox in mind of one of the academic's cells his grandfather had maintained back in Shadakor. Of course it didn't help that Tails had always likened the sparse rooms to dungeons, a fact which caused him to shudder as he considered the possibility he'd been captured by Robotnik and was now awaiting roboticization or execution. From what he knew of the former, it didn't work so well on unconscious victims and the dark doctor didn't seem like the type to want his victims to sleep through the latter.

As he pulled himself into a sitting position however, the vulpine kit made a few more observations that helped to contradict that theory. The first was the fact that the bed in which his furry body was laying was no hard metal plank or a rough cot, but actually very comfortable, not at all the sort of thing one would find in a prison. Second of all was that someone had gone to the trouble of covering him up with a thick comforter, a kindness Robotnik was not known to give his captives. And finally, the fox noted as he touched his forehead, that same someone had apparently felt the need to bandage his painful injury.

So he wasn't a captive, or at the very least not in any immediate danger, but he still had no idea where he was. More importantly he didn't know where his friends were either. It was unlikely they'd simply abandoned him after the battle, but their absence combined with his unfamiliar surroundings didn't exactly ease his mind.

Quietly Tails pulled the comforter blanket off himself, taking note that, even accounting for his thick fur coat, the air felt very chilly, and got up out of the bed. Immediately he shivered as his naked footpads touched the freezing floor, almost yelping in surprise as he realized he was no longer wearing his protective footwear; or any of his normal clothes for that matter. Casting a quick look around Tails succeeded in finding his shoes, socks, gloves, and even his flight goggles all sitting in a nice, neat pile at the foot of the bed, all waiting for him. Aside from one of the lenses on the goggles being broken, no doubt thanks to Shadow's attack, the fox mage was pleased to see that everything was fine, save for the fact that Clockwerk was nowhere to be seen.

It was not unheard of for the little machine to not be present when its master awoke. An extension of the fox's will, Clockwerk was quite able to act without direct command from Tails, operating on some subconscious desire of the vulpine's before Tails even knew what he needed. Many was the time the young Archmage-to-be had found that Clockwerk had fetched him a glass of water or brought him a tool he hadn't even realized he'd needed yet.

But if memory served, Clockwerk had suffered damage during the battle, so it wasn't particularly likely the small familiar's absence now was being caused by it running some errand. Briefly Tails considered mentally calling out to his mechanical friend, only to quickly reconsider. One of the first lessons the Sonic Underground had worked to teach their newest ally was the importance of actually considering the potential consequences of his actions. If he was wrong in his assumptions and truly was being held in a hostile situation, summoning Clockwerk would serve to alert someone that Tails was now awake and actively casting spells when they didn't need to know.

For now, at least until he could confirm Clockwerk was free to act in his stead, it would probably be wiser to leave the little robot alone. After getting dressed, Tails carefully opened the wooden door to the room he'd been left in; cringing just a little at the high-pitched sound of the old hinges protesting movement. Outside was a hallway that seemed to be colored a light blue. The walls were cold to the touch and the fox greatly wished he had more than just his own personal fluffy fur coat to keep warm.

_'If it's this cold inside, what's it like outside?'_ Tails thought as he stepped out of the room and moved down the corridor. Again he considered using his magic to summon a ball of fire to warm up a bit, but again his Freedom Fighter training stayed his hand. He was all right for now and who knew what resources he might need later. Besides, as the fox mage made his way down the corridor he could feel the air getting warmer. Something was down this way. As if to confirm these thoughts, the sound of voices speaking came to the vulpine's sensitive ears. Stopping for a moment, the fox tried to make out what was being said, but the echo prevented the voices from sounding like anything more than a jumbled noise.

Poking his head out of the hallway, Tails found himself looking into what appeared to be a large, multi-leveled room. A balcony, accessible via a twisting, circular stairway, overlooked the main floor with what appeared to be a workbench set up with beakers, burners, and diffusing tubes resting at its top; obviously a laboratory of some kind. Below that most of the cavernous room's walls were lined with bookshelves, each one filled with tomes of varying thickness, while one wall held a large fireplace that managed to warm up the room for its occupants. And, much to the young kit's delight, those occupants turned out to be none other than the Sonic Underground themselves, in addition to a strange looking red Mobian Tails had never seen before.

"Ow, ow, ow, ow! Careful there, Knux, I'm a hedgehog, not a mummy," Sonic complained as he sat on a stool, the red creature wrapping a white bandage around the speedster's chest.

"Oh I'm sorry. Would you like to do this yourself?" the echidna, obviously this "Knux" to which Sonic had referred, responded as he tightened the wrap and gained a pained grunt from his patient. In addition to the wrap around his chest, another bandage had been put around Sonic's right ankle while a third sat on his left elbow.

"Stop being so childish Sonic," Sonia goaded her blue brother as she watched the two. "You should be grateful Knuckles is willing to share his first aid experience with you." The pink hedgehog's own head was bandaged and there seemed to be a noticeable bulge on the side of her waist under her stomach indicating the presence of a bandage.

"Yeah, yeah, Knucklehead 'd make a great understudy for Buttnik's torture devices," Sonic quipped back, causing his echidna caretaker to give him a light clunk on the head before returning to work on his injuries.

"Between my poultices and the Oracle's healing magic, you'll be at full strength in no time, Spine-Head," he concluded. "Though how you managed to escape that battle with banged up ribs as your worst injury I have no idea."

"You can thank my little buddy for that," Sonic explained. "He's the one who patched me up after Shadow's sneak attack. 'Course the rest of that is just good ol' fashion hedgehog resilience. Nothing hurts a hedgehog." As he spoke Sonic slammed a fist into his chest for emphasis, a mistake as his suddenly pained expression soon showed.

"Hmm, maybe I should get him to show me one or two of those healing spells. They might come in handy," Knuckles murmured, ignoring Sonic's backfired bravado.

"You can ask when he wakes up," Sonia offered, then turned to her other brother. "Speaking of which, how is Clockwerk coming along, Manic?" The green hedgehog was sitting at a workbench of his own, his tools all around him as well as several familiar looking parts and such. In one hand he held a screwdriver, while the other held Tails's little robot steady as he re-attached its jaw. Upon hearing his name, the young mechanic looked up.

"Looks better than our tour bus… I think," Manic admitted.

"You think?" Sonic asked as he hopped off the stool and bounced around a bit, testing his movements. The extra support offered by his bandages meant nothing if he couldn't move freely without breaking or undoing them. "Come on bro, you're supposed to be our tech expert. You tellin' me Tails's tinkertoy is more than you can handle?" The joking way the blue hedgehog said this helped to communicate that even he didn't take his own words seriously.

"Tinkertoy?" Manic asked, looking slyly at his bandaged blue brother. "Shows what you know bro. Clockwerk is a 'mechanical golem,' like it says here in the book." So saying, the drummer held up the old tome he'd been using for aid, displaying a rather crudely drawn picture of a mechanical humanoid with several glowing crystals in its body. "I can fix the parts of him that are mechanical no prob, but without being able to test the parts it's still a gamble as to whether or not they're workin' right."

"Can't you just stick in a battery and try it out?" Manic looked at his brother with an exasperated look of one having to explain a basic concept to a complete idiot.

"It's more than that, Son. The crystal's not just Clockwerk's power source, it's like his CPU, his circuitry, his every electrical system. Without that working, thing's just a really posable action figure." To illustrate the point Manic held up one of the multipurpose arms he'd helped Tails install into the robot, showing off how it would stay in numerous positions but still didn't move.

"Couldn't the Oracle just give it a jumpstart or something?" From the hallway Tails cringed at this suggestion, wondering if his blue friend understood just how wrong his suggestion was. He'd never met the Oracle himself, but the fox certainly hoped the older wizard would understand the terrible breach of code it would be if he acted on such a request. According to his Uncle Merlin tampering with another wizard's soul crystals was a horrific act of violence, a taboo that had very few non-magical equivalents. Most wizards had some protections on their stones and familiars for just such a reason, but Tails was under no illusions as to what would be the result if a mage as strong as the Oracle tried to take over his crystals. Fortunately this scenario never got even a remote chance of being made reality.

"Nah, I don't think it's necessary," Manic responded. "Shadow didn't do too much damage to the little guy. Worst thing was the crystal case was broken and all I had to do was make a new one for that. If anything else needs fixin' when Tails wakes up, I'll help him fix it too."

It was at this point that Tails decided it was time to let everybody know he was up and about, and maybe test out Clockwerk's repairs. Using his mind the young kit reached out to the crystal he knew was present inside his mechanical familiar, willing some of his energy into the stone. Ancient spells that had been cast several years before were invoked as life was breathed into the gemstone and Tails could feel a small part of his own spirit depart, taking up residence within the jewel. For a fleeting second, the fox mage felt the slight weakness that usually came with bringing Clockwerk to life, a prime reason he tended to simply leave the little golem active unless he actively needed to conserve his energies. It was still a marked improvement over the first time he'd activated this spell and nearly fainted, a common result of even fully trained journeymen attempting to empower such objects for the first time. Over on Manic's worktable, glassy green eyes quietly began to glow to life. A moment was all it took to run the magical equivalent of a diagnostic on his familiar. Manic had indeed done an excellent job completing his repairs. A foxy grin spread across the young mage's face.

"Hey, woah!" the green hedgehog called in distress as a collapsible propeller rose out of Clockwerk's back and the mechanoid suddenly lifted into the air. Mechanical hands extended from the compartments at the robot's sides, reached out and, ever so cheekily, squeezed Manic's inky black nose as the pig-like mouth opened.

"Ayooga! Ayooga!" Clockwerk said in an imitation of a bicycle horn.

"Why you," an indignant Manic cried in mock fury as he leapt up to try to slap Clockwerk's head. Nimbly the airborne android avoided the playful attack, causing Manic to begin to climb up onto the bench in an effort to pursue. But the sudden sound of two fingers snapping ended the little chase before it could get fully underway as a clear bubble appeared around each participant.

"Much as I am a fan of youthful exuberance, Prince Manic, I would prefer my furniture to remain free of sneaker prints if you don't mind," the Oracle of Delphinius said in the calm and patient voice that seemed to be his natural default. With a simple gesture, the bubble that encased Manic gently lowered him back to the ground, popping just in time for his feet to plant themselves firmly. The bubble around Clockwerk on the other hand did not so disappear, much to the consternation of the familiar as it also proved excessively difficult to pop from the inside. "I believe you can come out now my young friend, your cover has most sufficiently been blown."

Tails stepped fully into the room, a friendly smile on his face as he waved to his hedgehog friends. The bubble prison that held Clockwerk floated casually over to him, popping to allow Clockwerk to drop into the fox's arms.

"And you might also want this back. I thought you would prefer it be kept safe while you were indisposed." The Oracle of Delphinius shuffled up to Tails, handing the kit a familiar gem; his keystone.

"Glad to see you're back up and about little bro," Sonic said as he too approached and then clapped the cub on the back in a friendly manner. "We were gettin' kinda worried you'd decided to stay in La-La land."

"How long was I out?" a concerned Tails asked as he rubbed his slightly sore shoulder.

"Don't let him worry you, it's only been a single night," Sonia said, much to the young Freedom Fighter's relief. Then his sense of concern came back.

"What's been happening?" he asked, referring to the battle they'd had with Shadow and its aftermath. At his question all three hedgehogs looked away and Tails immediately recognized this as a bad sign. Neither Knuckles nor the Oracle seemed inclined to speak either, no doubt trying to respect the actual combatants' right to tell the story. Tails immediately wondered if he was about to receive the "watered down" version of events adults so often seemed ready to give to children, ostensibly for their own protection. Finally it was Sonic who decided to break the silence.

"We got our butts stomped," he said harshly before adding, "bad." Tails was shocked at the sudden frankness of the statement. Sonic was the eternal optimist, always ready to find the silver lining in any cloud and move forward from any setback, no matter how dire. That he had taken such a grim view of the battle's outcome was not a good sign at all.

"You are too hard on yourself, Prince Sonic," the Oracle interposed. "You were beaten, but you were not defeated."

"I'm not really sure there's a difference in this case," Sonia pointed out. "Everything we tried, he took and gave back more. Even these." At this last part, the pink princess pointed to the medallion around her neck.

"Yeah, what was the deal with that? I thought we were the only ones with magic medallions that turned into instruments?" Manic asked, looking not at Delphinius but instead at Tails. In response the fox merely shrugged innocently. That the medallions had originally come from his home city had been just as much news to him as it had for the Sonic Underground. If there had been some hidden cache of such items somewhere, he certainly didn't know about it.

"Only three such medallions were ever made, in Shadakor or anywhere else for that matter," the Oracle pointed out. "From what you tell me, Shadow seems to have tapped into something else. In all likelihood, the harp he created is a construct, an extension of his chaos powers designed to mimics your own instruments. No doubt it is a focus for his power made to amplify and control it the way he wishes." Even as he espoused this theory, the aged seer looked unsure.

"So if we don't know exactly what it is, how we gonna deal with it?" Manic continued. "If you and Red here hadn't shown up, we'da been toasted, roasted, hedgehog-kabobs, but it ain't like you two can stick around us twenty-four/seven."

"No, we can't," Knuckles agreed. "I can't stay away from the Floating Island for too much longer without risking my emerald's safety. The only reason I left was because Athair and your friend here told me it was an emergency."

"And as with the former Archmage, I am bound to refrain from influencing the course of this war directly. I can already feel the repercussions from my recent intervention on your behalf on the timeline."

"Which means we need to figure out a way to beat him on our own," Sonic concluded, slamming his fist into the table.

"Should we?" The question came from Sonia, causing the other five Mobians to look at her curiously.

"What's that supposed to mean?" Sonic asked of his sister. "Of course we should. He's not being tricked and he's not being controlled, he's helping Buttnik of his own free will. He's a villain, just like Sleet and Dingo."

"Sleet and Dingo help Robotnik out of greed and selfishness," Sonia pointedly explained, "but from what Shadow's told us, he's actually got a legitimate grievance against us, against the whole Kingdom."

"Dude's got a beef with us, he should come AT us, not at everybody else," Manic countered. "'Sides, can we really trust what he tells us, bein' on Botsy's side and all?" At this Sonia's eyes turned towards their host the Oracle, the oldest living Mobian in the room.

"Is it true?" she bluntly asked. "Is what Shadow said true? Was our family responsible for what he said they were? Was our grandfather responsible for wiping out the last humans?" The Oracle of Delphinius merely looked at the five for a moment or so, trying to marshal his words. Finally when he spoke, his answer was clear, concise, and to the point.

"Yes." As he gazed at the faces of his hedgehog friends upon hearing this, Tails couldn't help but wish the elder mage had responded in the negative. None of the siblings looked like they could believe what they'd heard.

"Please tell me there's more to it than that," Sonia responded.

"I was not a noble attached to the court at that time, merely a boy, and my power is foresight, not hindsight. But I do know there was a great deal of military ruckus at the time. Unfortunately anything else I know is merely rumor and heresy."

"Well someone has to know, somewhere," Sonic pointed out. "Something like this; there has to be a record of it."

"There is," Sonia explained, "Shadow."

"Shadow at best knows one half of the story," the Oracle corrected. "Humans and Mobians have historically nurtured an intense rivalry and, while our kind are far from innocent of any transgressions, humans were not known for being open minded about us. It is quite likely that Shadow has allowed his pain to color his memories of the past and, in his mind, has turned a terrible tragedy into an actively malicious act on our part."

"Doesn't matter," Manic suddenly threw in. "Dude hitched his wagon to Robotnik's star. Doesn't matter what happened to him a hundred years ago, Shadow's gotta be stopped."

"Manic's right. Holding everybody else accountable for a crime in the past is stupid. No one today deserves to be punished for that."

"So you just write him off as a psycho?" Knuckles asked, attempting to stick up for Sonia's point of view. "Even if it happened a thousand years ago, it still happened and someone was hurt. And I gotta tell you, coming from a people that puts great stock in vengeance and evening the score, time does very little to calm someone down."

"Robotnik's a bad guy, and Shadow's helping him," Tails interjected. "It's sad that he lost his family, but what about everyone else who's lost their families? Or all the people who'll lose their families if Shadow is able to help Robotnik beat the Freedom Fighters."

"You each make a good argument."

"Great, we can put it to a committee next time he's stomping us and our friends into paste," Manic responded sarcastically.

"Geeze Manic you sound like you're already ready to give up the fight," Knuckles observed.

"Shadow is indeed a terrible foe," the Oracle counseled, "but you must defeat him if you are to save the planet from the rule of Robotnik."

"Any ideas how?"

"I… don't know," the wizard admitted. "In all my divinations of the future, nothing like Shadow was ever revealed to me."

"Maybe you didn't ask the right questions to see him," Tails suggested, then immediately began to feel ashamed of making such a statement. This was the Oracle of Delphinius, a wizard that had been trained by Tails's own grandfather and perhaps the most gifted seer in all of Mobius's history. He was a being for whom wisdom was a defining trait. Tails only understood divination as a theory; the spells to actually perform the feat were beyond him at this point. What right did he have to question the Oracle's methodology for searching the myriad paths of the future?

And yet, there came no anger, no reprimand for his impertinent words one might have expected from so powerful an adult being challenged by a mere boy. Instead the Oracle simply looked at Tails calmly, fully expecting the fox to expound upon his theory. Of course, being the shy person he was, all this attention didn't really help Tails with the butterflies in his stomach.

"What… What I mean is, you might not have known about Shadow because you weren't looking for him."

"I've been concentrating my foresight abilities specifically on preventing Robotnik from delivering any such dangerous surprises upon the Freedom Fighters. I would think that Shadow would qualify."

"Not if Robotnik wasn't responsible for him," the fox pointed out. "If what Shadow said is true, it was the other humans who made him and he's the one who chose to side with Robotnik. He wasn't tricked, he wasn't forced, it was all his own decision. If Robotnik's actions were just neutral like taking advantage of Shadow's decision, it'd have the same effect as an earthquake or a hurricane that managed to knock us out."

"And divination isn't just a blanket look into the future, I have to consciously be looking for something to find it," the Oracle agreed. "It's one of the major limits of my power."

"This is fascinating and all, but how does this help us put an end to Robotnik's new super-flunky?" Manic asked.

"That's only assuming we should 'put an end' to him in the first place," Sonia quipped back.

"Well, maybe if we know more about him, we could find a way to stop him," Tails suggested.

"Doing so would require access to records possessed by only one being we know of on all of Mobius," the Oracle pointed out, "Robotnik himself."

"Then it's agreed," Sonic said. "We go and read ol' Chubberbolt's files and figure out how to take down Shadow."

"If we do a raid on Robotopolis, it's almost a sure bet we'll run into Shadow himself again," Sonia cautioned, knowing her brother's bad tendency to oversimplify things in his head.

"Can't be helped," Sonic responded. "If we let Shadow hold us in check, Robotnik'll just keep usin' him to trump us."

"Right, we back down now, and nobody's gonna wanna stand up to Buttnik," Manic confirmed.

"Then as you all wait for your injuries to heal, I suggest you use your time to devise a plan for subverting that advantage until you can get the information you seek," Delphinius suggested.

* * *

Robotropolis was fairly quiet, at least if one discounted the almost constant sound of machinery that seemed to pervade the entire city; providing a background noise for all who lived there. The citizens of Robotropolis, both law abiding and not-so-much, were staying off the streets if they could help it. Even the rich nobility, normally the favored amongst Robotnik's regime, were only sending out servants to do their most vital errands. The entire city was afraid. And after the grisly broadcast they'd all watched, it was very difficult for Cyrus to blame them.

The young lion skulked through the city's alleys and backways, careful to avoid the roving eyes of any SWATbot patrols in the vicinity. He himself might have been busy brooding inside a Freedom Fighter safehouse as well if not for the fact that the still alive and apparently safe Sonic Underground had contacted him as well as the Robotropolis Freedom Fighters. As it was, this knowledge had compelled the teenaged rebel to continue doing his work as a Freedom Fighter, namely spreading the word through the underground that the royal hedgehogs were NOT dead and the rebellion not crushed. That was the message that they had to get out as quickly as possible to everyone, even as Robotnik's own spin-doctors made the opposite claim. And time was very much of the essence if they expected to hold their group together. Unlike their own side, Robotnik had plenty of corroborating evidence to support his story.

Cyrus had just completed delivering the message to contacts within what remained of the notorious Thieves' Guild, hopefully preventing them from taking any drastic actions to protect their own interests. Though the Freedom Fighters and thieves were allies against a common enemy, it was a shaky alliance at best. Many of the rebels questioned the wisdom of trusting a group that could just as easily sell them out to Robotnik, while the thieves were loathe to share their secrets with a group that would be less than willing to let them operate unfettered once the Doctor was gone. So far Manic, both a member of high rank in the Guild and a leader in the resistance, had proved something of a stabilizing presence. But if he were presumed gone…

Cyrus shook his head, driving away such thoughts. Manic was alive, as were Sonic and Sonia, as well as their new ally Tails, and safe in the Oracle's cave. The Thieves' Guild knew this, or at least they had been told and hopefully believed it, so there was nothing more that could be done about the situation. Now the lion had to turn his attention towards other matters, namely letting Sanctuary into the loop about what had happened.

It was protocol within the Freedom Fighters that whenever the group suffered a serious enough setback, all communications with secret hiding spot of the FF's children would be cut off completely via a specific code. This served two purposes; it prevented Robotnik from back hacking the Freedom Fighters' transmissions to locate the place, and secondly it told Sanctuary's caretakers in no uncertain terms to go on the defensive, foregoing all contact with the outside world until the crisis situation had been lifted. As a well known member of the Freedom Fighters, and a frequent visitor of Sanctuary, it was now Cyrus's job to tell them just that.

Following a complicated and convoluted path that was designed to throw off any pursuit, the red headed lion finally made it to his destination, an innocuous looking factory Robotnik used to manufacture consumer good for the benefit of the Empire's nobility. Or rather, that was what the ovoid emperor was led to believe. While the factory did indeed churn out any number of luxury items to line the houses of the nobles, it had long ago been converted to another purpose; the complete obfuscation of the entrance to Sanctuary. Cyrus pulled the hood of his cloak up tight around his red mane, trying to hide his identity and not draw any suspicion to himself at the same time. Carefully he approached the factory door, guarded on both sides by two very real, very active SWATbots.

"I have come for the factory tour," he intoned quietly, before the two robots could perform their default action of telling him to move along. Instantly the hidden subroutines in the SWATbots programming activated, forcing the robotic enforcers to ignore the Mobian's presence and allowing him to pass unfettered. Inside the factory machines were hard at work and being overseen and attended to by what to any mere observer would appear to be common worker-bots. Of course, if one looked close enough, one could see the truth. These "worker-bots" lacked the glazed over eyes of their compatriots, they were too attentive, too watchful of trouble. In fact it was too difficult for Cyrus to recognize that each one was paying him a great deal more attention than your typical roboticized Mobian could.

The young lion made sure not to make any odd, unaccountable moves lest the Freedom Fighters in machine's clothing judge him a potential threat and draw their weapons upon him. Each and every one of the twelve disguised Mobians here was armed to the teeth, as befitted their role as the first line of defense for this pseudo-base, and if they decided he had become compromised, they wouldn't hesitate to destroy him to protect their precious treasure. And so he simply made a straight path to a bare section of the wall, touching the back of his hand to a hidden pad of an electronic lock. Silently a nearby section of the floor slid away, revealing a ladder and an underground passageway. Quickly Cyrus descended the ladder, the entrance to the passage closing up quickly behind him. A simple penlight was all the illumination Cyrus could get as he made his way down the underground corridor, making his way to the concealed gates of Sanctuary itself. Standing guard at the doors were two Mobians armed with what appeared to be high-powered laser rifles, no doubt taken from two SWATbot Elite robots. Both seemed quite tense as Cyrus quietly approached, making sure to keep himself as visible as possible as he did so. Finally, upon recognizing the lion from his frequent visits, both of them relaxed a bit.

"Thank the Walkers Cyrus, we were hoping someone would contact us soon," the guard on the left said.

"Sorry Bill, it's gotten rather hectic up top," Cyrus explained.

"Is it true?" the other guard asked. "What they're saying about the Sonic Underground I mean. That they got destroyed by Robotnik's new enforcer."

"They're all safe, sound, and somewhere Robotnik can't get to them for now Martin," the lion answered, hoping to reassure the two stressed out guards. "But I'm afraid Shadow is still going to be a problem. Mind letting me in so I can give all the appropriate messages to the caretakers?" While one of the guards kept Cyrus covered with his rifle, the other used his key card to unlock the doors to Sanctuary.

Inside the atmosphere was much different from the oppressive and constantly paranoid one outside. Whereas everything leading to Sanctuary was dark and sinister looking, the massive cavern that housed the Freedom Fighter stronghold was bright and cheery; inviting in an odd way. Plants of all kinds abounded in the place, some sitting in pots while other more intrepid specimens had taken root in the rocky, underground soil and managed to thrive. Several bright lights had been strung across the cavern ceilings and walls, taking advantage of the abundant quartz deposits in the walls to give the whole place a golden glow. Ventilation shafts, both natural and Mobian-made provided fresh air to the small community, as well as helping to control the ambient temperature. Small, simple buildings had been erected in the cavern to serve as all purpose storerooms and even quarters for Sanctuary's permanent residents.

And there were many residents. In addition to the twenty-five to thirty adults that helped to run, maintain, and protect this hidden stronghold, there were also some one hundred twenty-five or so children in residence, and that wasn't even counting the kids present whose parents had been forced to leave them behind while they performed missions for the Freedom Fighters. They were a diverse group of children, ranging in age from infancy to twelve years of age. And as Cyrus stepped through the portal into the main cavern, a rather large portion of them were suddenly stampeding towards him.

"Cyrus!" came the thunderous call warning the lion to brace himself for impact. His frequent visits had made him very popular amongst the children who often asked him to fix various toys and such for them when he did show up. A part of the young inventor readily admitted he quite preferred the application of his mechanical talents towards making and fixing toys to maintaining and designing weapons, even if said weapons were being used to help free the planet. Maybe when this was all over he'd become a toymaker.

"Children, children, settle down please," one of the caretakers, a matronly ocelot/otter hybrid called to the excited younglings. Though her voice could not completely rise above the clatter of the youthful horde, it did manage to catch the ears of several of the older, more attentive members of the group who in turn helped to quiet their younger friends down. Such practices were the only way for so few adults to maintain order over so many children. In the space of five minutes the mob quieted down and the ocelotter was able to make her way towards their new visitor.

"Thanks Martha. I was afraid I was going to get trampled there for a second," Cyrus said jovially.

"I sometimes think any SWATbot army that comes to invade Sanctuary would be lucky to get away with their supports in tact," Martha joked. "Can I take your sudden appearance to mean that the crisis above has been resolved?" At this question Cyrus's own jovial mood weakened a bit.

"It's not over, but it's not as bad as we thought at least," he admitted, unsure of just how much to say in front of the children. As if sensing this was not a conversation for which young ears should be present, the older children once more took charge and quickly began to herd their younger compatriots away. As they did so, Cyrus cast assurances that he would not leave without giving them a chance to visit properly with him. Once the children were out of earshot, the lion began to fill in the caretaker on the events of the last few days.

* * *

"That's your plan?" Sonia asked incredulously of his brother.

"Yep," Manic said, beaming with pride as he smiled broadly. That his sister and Knuckles were looking at him like he needed to be committed was completely lost upon the semi-former thief.

"Manic, I'll be the first to applaud you for thinkin' outside the box, but dude, try to at least stay within the bounds of reality," Sonic commented, before adding. "I mean, I don't think we have the time to get that many chicken feathers?"

"But think about it, it works we got all the time we need to raid the Mobotopolis mainframe."

"Okay, Okay, let's just put this in the 'maybe' pile for now, m'kay bro?" Manic opted to take the victory by blowing a raspberry at his sister, while Sonia merely shook her head. Nearby Tails couldn't help but laugh at the exchange between his friends, even as he himself had withdrawn from the discussion. Though a part of him knew he should be helping the Sonic Underground in their planning, his natural curiosity simply couldn't pass up the opportunity to peruse the vast collections of the famed Oracle of Delphinius. Thus it was that he found himself gravitating around the room, looking at books, scrolls, and other assorted items as the other's worked. This was the reason that the young fox kit found himself standing near one of the few pieces of actual technology that had been set up in the Oracle's home, a communications station, just as it began to beep and whine.

"I think you have a message," Tails called, attracting the group's attention. The Oracle got up from his chair and shuffled quickly over to the console.

"It's originating from Robotropolis, a Freedom Fighter signal," he noted as he slowly tapped the keys one at a time. Sonic, Sonia, and Manic moved over to the station, interested in who amongst their friends would be contacting them here. Manic quickly moved himself between their elderly host and the computer, his nimble hands flying over the keyboard as he hastened the process of bringing up the communication faster than the Oracle could. Though Sonia shot him a reproachful look for his rude behavior, as the Oracle himself didn't seem to care, the green drummer simply ignored it.

"T-log says it's from Cyrus," Manic announced as he read the screen.

"Wonder what's up. Robo-town should be happenin' enough without him needing ta chit-chat," commented Sonic as his brother quickly entered in the commands to accept the transmission. "Hey Cy, what's… up?" Sonic's voice went from welcoming to concern as he and his friends and relative beheld the scene on the screen.

Cyrus had indeed appeared, but not in the way any of the Mobians present had expected. The teenaged lion was lying flat on his stomach, his arms bound behind his back as a moan of pain escaped his battered face. Already his left eye was swelling shut and there were several damp spots on his shirt and vest that spoke of external lacerations. In short, their friend looked very much beaten to within an inch of his life. Concerned as the Sonic Underground was for Cyrus, it was the figure sitting on top of him that got the majority of their attention.

"Greetings hedgehogs," Shadow said with a pleased grin on his ebony face. Casually he reached into his quills and withdrew what looked like a simple piece of paper. "Robotnik gave me a message to give to you. Some inane little bit of bilge about being 'invited' to Robotropolis to 'give a command performance' or something equally stupid. Theatrics are beneath me so I'll spare you that and be blunt. I want all three of you little pincushions back here in Robotropolis. Pronto."

"It's a trap, don't… AHH!" Cyrus's voice was cut off as Shadow used one of his feet to casually push the prone lion's bound hands closer to his shoulders, putting a painful strain on Cyrus's ligaments.

"Moron," Shadow admonished in a cool, calm fashion, no hate or anger in his voice. "They know it's a trap. It doesn't matter though because I'm using bait they can't choose to ignore." So saying the black hedgehog twirled his finger, causing the camera to begin to pan away from him. The eyes of the resistance members watching widened as they recognized just where Shadow was broadcasting from.

"Great Chaos… He's in Sanctuary!" Sonia announced just as the camera focused on several SWATbots standing guard over a familiar looking group of crying and frightened Mobians.

"The kids!" yelled Manic. An instant later the camera zipped back to refocus on Shadow. All three hedgehogs, in addition to their allies, were now glaring at him in righteous fury, a fact that only seemed to please the Ultimate Lifeform more.

"Should I take that to mean you'll be coming?"

"You better believe it you little psycho," Sonic responded, shaking his fist at the camera.

"Excellent," said Shadow. "Oh and for the children's sake, you might want to keep in mind Robotnik's notoriously short attention span. If he doesn't see three pastel colored rodents in Robotropolis soon, he is liable to lose interest and amuse himself by roboticizing the lot of them. Chaos Spear!" A flash of light and the transmission died, the communicator Shadow had appropriated from Cyrus no doubt destroyed by the black hedgehog's attack.

"Okay, we need to get back to Robotropolis in a hurry," Sonia surmised. "Manic, you and Tails do whatever it takes to get the van up and running again. I don't care how unsafe it is, as long as it moves forward as fast as possible. Sonic and I will contact Trevor and…" Sonia's orders were interrupted by a loud sonic boom as a shockwave assaulted the denizens of the Oracle's cave. Green and pink hedgehogs both turned towards the door to the room they were in just in time to see a blue streak speed through it, no doubt ready to tear out across the tundra. Immediately both siblings shot each other a worried look. Sonic had left.

To be continued….

Author's Note: Woah, heavy. Anyone see that coming?


	9. Darkened Soul

Operation: Shadowfall

by Asher Tye

Author's Note: Okay good news and bad news here. The bad news is that this is the end of my fully prepared chapters so the next update (incidentally the conclusion to this story) will probably be a little late. Ironically I actually have the epilogue completely ready to go. Go figure.

The good news is that this next chapter is halfway done (or sixty percent if I decide to cut some things) so it shouldn't be too much more than two weeks before I finish. Still I thought I should let you all know. I know how everybody worries. 83 The only hitch to this is the fact that I just got my hands on Overlord 2, so I might be a bit busy destroying peasants and razing villages for my evil empire.

Anywho, since I can't contact them via private message, here's my shout outs to the three reviewers who left anonymous reviews. ::clears throat::

**Jessi: **Revenge brings out the worst in that little spine head, huh?

Now that that's done, all I can say is remember to review when you read. After all, I can't make improvements if no one reviews. Ciao for now.

Oh yeah, one question before I go, does anyone know any terms for musical instrument? Having trouble understanding the different ways you can play drums, keyboard/keytair, harps, and guitars. The only thing I can really say I know is playing chords, a power chord, and a drum riff.

Disclaimer: I don't own Sonic, Sonic Underground, or anything related to Sonic's copyrights. Sega and DiC own them. (bland, no?)

* * *

Chapter 8: Darkened Soul

* * *

"How's it handlin' back there lil' Dude?' Manic yelled over the loud noise of an engine and the rushing currents of air all around him. At the back of the tour bus Tails stood unsteadily, his eyes tightly closed and his jaw clenched shut as his hands firmly held onto what remained of the bus's back paneling for dear life. At the sound of the green hedgehog's voice, a single blue eye opened as the fox made to scan his section of their conveyance.

"Umm… It looks like we're doing all right. I think," the young mage answered as he concentrated on maintaining the advanced wind spell as best he could, as well as the other spells that were currently helping to keep the tour bus from shaking to bits. It was having to concentrate on keeping those spells going was the only thing keeping him from screaming his head off as the bus continued forward on its mad mission.

"I swear when we get to Robotropolis I'm going to wring Sonic's fool neck for putting us through this," an angry Knuckles declared as he maintained his own death grip on a portion of the van's exposed metal frame. Though used to rough movement, there was a limit to even the echidna warrior's stoicism and this journey was quickly reaching that point. Nearby Sonia too held on to another section of the frame, her eyes closed just as Tails's had been, though her lips were mumbling any number of promises of better and more charitable behavior if only she survived this trip. Knuckles would have gone over to comfort her if only he could have been sure enough of his own footing not to be swept away. As a hard bump overtook the tour bus that very nearly threw him from his seat, Manic couldn't help but sympathize with his friends' and teammates' anxieties.

After all the Sonic Underground's famous tour bus was never meant to fly.

That Sonic had run off on his own had been no real surprise in and of itself. The hot-blooded hedgehog was always quick to make decision and even quicker to implement them. Unfortunately the same qualities that made him such a dangerously adaptable opponent on the battlefield were also qualities which caused him to act with dangerous recklessness when off. Even considering that however, it had been surprising that his blue brother had been so foolish as to rush off to confront Robotnik and Shadow all alone, with no back up or protection save for the bandages that very much indicated where his worst injuries had been inflicted.

_'Darn it Sonic, I'm supposed to be the one who does stupid stunts, not you,'_ Manic thought, the irony of the situation not lost on him. The moment the band had realized Sonic had left, panic had set in amongst the two remaining hedgehogs. Even given their sibling's considerable skills, it was unlikely Sonic would be up to taking on whatever trap Robotnik had set up for him. The first order of business had been to contact Trevor in Robotropolis and apprise him of the situation. If the Freedom Fighters could intercept Sonic before he made it to the city, they could hopefully avert a disaster. But their rat friend had regrettably informed them that Robotropolis cell was in complete lockdown. The destruction of Sanctuary had opened up a massive hole in the Freedom Fighters' network and SWATbots were appearing at dozens of previously safe hideouts and passages. The result of this was predictable, the Freedom Fighters had been forced to lay low and go on the most extreme of defensives. Much as Trevor wanted to help, if he made a move now, it was very likely Robotnik would be able to catch them all and literally decapitate the resistance movement. A call to the Thieves' Guild had yielded similar, though less friendly, results. With all their allies pinned down, it was fairly clear the Sonic Underground was on their own.

That meant that if Sonic was going to be saved, they were going to have to do it. Fortunately Manic and Sonia were not without their resources. The first time they'd had to rebuild tour bus, Manic had decided to improve upon the vehicles combat abilities. This had included re-enforcing the van's front so that it could more easily ram into Robotnik's mechanical stooges. Additionally, to help make sure the van could get up to ramming speed faster, a set of rocket thrusters had been added to give it more "Oomph." And, though the van could no longer drive, both Manic and Tails had determined to make it fly. Both had set to work, aided by Sonia and Knuckles's prodigious strength, stripping and reworking those pieces of the bus that could still be serviceable into something resembling the powered glider they now flew in. Welding torches and fire spells had been put to the task of removing, reshaping, and reattaching pieces of the tour bus as enhanced muscles held the larger bits in place, such as the makeshift wings and the nose. Anything that did not fall under the very strict qualification of absolutely necessary was removed to help the bust make its target weight. Conversely, anything that could help keep their jury rigged jet airborne was considered and added on. The discovery that the anti-gravity module on Manic's wrecked hoverboard still worked seemed like a gift from above.

In the end Manic and Tails ended up using every single trick of aerodynamics and physics they knew; and a few they'd only been able to guess at. What they ended up with amounted to a very large powered glider that Manic was quite sure he wouldn't have willingly ridden in even if his life depended on it. Unfortunately for the emerald hedgehog, his life wasn't what such a risky venture was riding on.

And so the Sonic Underground's Tour Bus's maiden flight was now underway with Manic at the controls. The Oracle, not proficient with any sort of technology more advanced than a mechanical pencil, had spent the time crafting his young friends their own personal air current to help keep the plane aloft as it made its way back towards Robotropolis. Being the lightest and most sure-footed when it came to aerial maneuvers, it had fallen to Tails to make sure the junkyard plane didn't fall to pieces. And thus all Manic had to do was actually guide the flying heap to its destination.

'Talk about flying on a wing and a prayer,' the green hedgehog thought as his nose twitched, his face pinched thanks to the flight goggles he'd borrowed from a certain fox.

* * *

Sonic was running. To most Mobians who knew him, declaration of such an observation would most likely lead to a sarcastic comment about the observer's mastery of the obvious. Still even the least astute of observers could tell this was no simple run, something was very wrong with the azure prince. The hedgehog was literally tearing up the ground beneath him as he moved, as evidenced by the rather deep rut that was being left in his wake.

_'Gotta go fast. Gotta go fast. Gotta go faster, faster, fasterfasterfaster,'_ the agitated hedgehog thought as he pushed his legs for all he was worth, determined to make it to Robotropolis at all costs. No barrier, whether natural or Mobian-made, was enough to stop him. Rivers were raced over, canyons were jumped, and buildings sawed through as the Sonic single-mindedly raced across the surface of the planet to save his friends. Speed was the key. Shadow had said that Robotnik wouldn't roboticize Cyrus and the kids if Sonic and his siblings showed up, but years of fighting the demented doctor had left the guitar playing hero less than willing to trust such a statement. And thus did he run.

& & & & & & & & & & & & & &

Sonic's progress across the face of Mobius did not go unnoticed however. How could it have given that he was making absolutely no effort to hide his progress? Orbital satellites launched into space during the beginning of Robotnik's rule had little trouble finding the recklessly running hedgehog and relaying his progress back to their home city.

"Sir," came the droning voice of one of the cylindrical tech-bots that was always assigned to monitor the information the sky spies sent. As it spoke, the mechanical man's head made a full one hundred eighty degree turn to look at its commander, the villainous Shadow. "Satellites confirm that Freedom Fighter subject designated 'Sonic Hedgehog' is an estimated twenty minutes from the Robotropolis border." Its report finished the robot turned back to its monitor. Shadow acknowledged this information with a curt nod before pressing a button on his own console.

"Dr. Robotnik," he called into the microphone that would transmit his voice to his employer, "it would appear you were correct in your prediction. Sonic has decided to accept your invitation."

"Of course I was correct, I'm always correct. And let me guess, there's absolutely no sign of either Sonia or Manic?" Robotnik asked back over the comm. line.

"Not unless they've suddenly developed the power to turn invisible," came the sarcastic response. "Of course that doesn't mean they won't show eventually."

"Let them come. My plan has worked. I knew that hotheaded hedgehog would rush in head first without thinking. He'll be no match for you and the SWATbots."

"Understood."

"Remember Shadow, I want all three alive and relatively unharmed."

"I don't."

"What you want mattes not, I need all three brats to lure their mother out of hiding. Once Aleena is mine, then you may dispose of her offspring as you see fit."

"No promises," the Ultimate Lifeform responded before cutting off communications, not allowing Robotnik to retort to his statement. A malicious smile came to the hedgehog's face as he imagined the blubbery human raging at the insolence showed to him. Of course even a second's thought would show the demented doctor that, reliant on his robots, his resources, and his weapons, Shadow was thus bound to Robotnik's wishes. The black hedgehog greatly doubted the SWATbots would obey any order than contradicted their creator's. Still there was no point in letting Robotnik come to see him as some sort of tame lapdog, particularly after the insulting way the human had tried to manipulate Shadow to his side. "Launch Stealthbot Squadron Six to intercept Sonic."

"Observation: Squadron Six does not possess the needed numbers to subdue target hedgehog," the tech-bot in control of the dispatch computer stated.

"I know, but I don't want him beaten yet. Best to let him come to us," Shadow replied. "But just because we want him here, doesn't mean we have to make the journey too easy."

& & & & & & & & & & & & & &

At Robotropolis's Hangar D the three Stealthbots of Squadron Six began to awaken from their powered down slumber, engines drawing out energy from power cells as sensors began to recalibrate themselves. Guns moved and swayed about on the robotic planes as they locked onto pre-approved targets to make sure all sights were aligned, undoing any potential damage one of the many maintenance bots may have caused with an accidental jostling. Small wheels began to turn as the Stealthbots were taxied into position by smaller robots that were part of the war machine's support system. Finally all three of the planes were ready to launch. Engines roared as thrusters flared, pushing the machines forward at an ever accelerating rate to make sure they reached an appropriate velocity when they shot out of the hangar door. All three planes still managed to drop a few feet before just as quickly rising, all three streaking off into the pollution filled sky of Robotropolis, each one ready to fulfill their mission.

& & & & & & & & & & & & & &

Despite their name, Stealthbots were not overly stealthy, or quiet, machines, particularly to the naked eye, so it was no surprise that, even as he ran, Sonic heard the attacking machines before he saw them. Of course they still were fast and, given the speed he was moving at, this wasn't much of a warning in terms of time. Even as the enemy bots moved into an attack formation, targeting their weapons and firing on the blue Freedom Fighter, Sonic had already figured out his own plan of attack, zipping around the strafing laser bolts. Quickly the Stealthbots performed a U-turn to make another pass, fully aware that failing to do so might give Sonic plenty of time to target them with his guitar. Instead they were hit by a much wider sonic beam from the guitar that managed to throw off their internal gyros. Temporarily disoriented, the robots only barely avoided a deadly mid-air collision and were forced to recalibrate again even as Sonic sped away.

Once he'd covered a sufficient distance the extra burst of speed Sonic had exhibited died. His legs were already burning from his exertions and he simply had no time to stop and rest. The dark outline of Robotropolis was fast approaching. He'd need all the energy he could get to contend with whatever surprises Robotnik would have waiting for him.

As he approached the city's limits, Sonic could make out a squad of about fifteen SWATbots guarding the road into the city. The moment the machine men detected the hedgehog's presence they turned towards him in unison.

**{Start up song "Bring Me To Life" by Evanescence}**

"Halt Freedom Fighter, detain by order of brzzzt!" The SWAT-leader never got to finish its signature phrase as Sonic turned tucked into a ball and slammed into its chest, cutting his way through metal, wires, and circuitry before bursting out of the robot's back. Immediately the other SWATbots present, sensing their peril, took their own aim at Sonic, only to find themselves scattering as a section of a nearby building came collapsing down on them, courtesy of Sonic's spin attack. As the SWATbots were crushed or otherwise incapacitated by the falling rubble, the blue hedgehog stopped his constant movement, a hard panting coming from the Mobian's mouth thanks to all the activity he'd forced himself through. This was a near fatal mistake on Sonic's part as a ball of purple energy very nearly succeeded in frying him.

"Why hello Sonic, we were wondering when you'd show up," Sleet said. "We've been instructed to take you to see the doctor." The wolf and his dingo partner were each sitting astride what could only be described as guns outfitted with seats and legs. Still as the barrels pointed down at their tired target, it was hard for anyone to question their lethality.

Of course Sonic wasn't just anyone.

"Stow the 'tude sleazeball, I don't have time to mess with you losers," the hedgehog yelled back. "Tell me where Robotnik's got our kids and I won't turn you two schmucks into spare parts."

"Oh do you hear that Dingo, Sonic wants to know where the 'wittle kiddies' are."

"Ha, no worries mate, the Doc's gonna take real good care o' the lil' nippers."

"Yes just like we plan to take care of you." With this Sleet fired his weapon again, sending another blast of purple energy down at Sonic. But Sonic was no longer there. Angered by the two enforcers' flippant attitudes, Sonic had simply charged forward, running up the left leg of Sleet's mecha. Predictably his partner Dingo's weapon began to turn to blast the attacking hedgehog, as had happened so many times before. But, before the situation could make it to its normally comical end, events changed. Sonic suddenly tucked himself into a ball and shot upward into the machine's mechanical hip, slicing through its metal and wiring just as surely as he'd previously done to the SWATbots. Somewhat trapped in his seat, Sleet still managed to move just as the deadly blue blur shot into the air right beside him. So fast was Sonic moving that the wolf had no inkling anything was a miss beyond his walking gun beginning to tip over and fall… until he felt a horrible stinging sensation all along his leg. Evil eyes widened in pain as the mercenary noticed he had not been quick enough to completely avoid Sonic's strike, as evidenced by the rather long, deep gash that currently ran from his ankle to his hip.

"Arrrgghhh!" the wolf screamed as his nerves finally relayed the horrible pain his leg was in. Seeing the damage done to his partner, a sympathetic Dingo was very quick to show his usual concern.

"Are you all right Sleet?" he asked, looking down at the fallen wolf by leaning over the controls of his own mech. Sonic was very quick to take advantage of this tactical error by crashing down on the muscleman. The heel of his foot struck hard against the back of his opponent's head and caused Dingo's face to slam hard into the machine's metal, breaking the soft cartilage of his nose as it did so. Dingo reeled from the attack, losing his balance as he bounced backwards and fell from his perch to the hard ground below where he lay still. The "Muscle" of the duo now taken care of, the blue hedgehog turned his attention back to the so called "Brains." Sleet had ripped off his cape and turned it into a makeshift bandage for his damaged leg, though this did little to allow the limb to bear even a fraction of his weight to escape. Quickly the injured mercenary used his communicator to try to summon a med-bot to help him.

"Last chance wolf," Sonic growled as he rounded on the Mobian, snatching the communicator and tossing it away. "Where are our kids?"

"Chaos Spear!"

"Agh!" yelled the blue hedgehog as the summoned energy blast hit him in the back, burning into his quills and bandages.

"Attacking an injured and helpless opponent Sonic? I guess I shouldn't' be surprised you've started showing you true colors." Rubbing his injured back, Sonic turned to see a familiar black figure standing atop a nearby building, his right hand still glowing faintly due to the energy attack he'd previously unleashed.

"Shadow," Sonic hissed as he fought back the new pain in his back in order to stand up and charge forward. Up the side of a neighboring building the blue hedgehog ran, picking up more speed as he reached the roof and raced across it and leapt the gap between himself and his quarry. Suddenly the world seemed to be going in slow motion for Sonic as Shadow flipped backwards and brought his feet up to kick and repel the charging Freedom Fighter. Sonic made a high arc in the air as he flew before landing face first on the roof. Unsteadily the determined hedgehog got to his hands and feet, the taste of blood in his mouth as his tongue felt for any missing or loose teeth. He bit back a scream of pain as Shadow's right stomped down hard on his left hand, pinning it to the roof as the Ultimate Lifeform knelt before him, a glare in his eyes.

"I remember demanding you AND your siblings come to Robotropolis, your Highness," the black hedgehog stated acidly, adding pressure to Sonic's hand. "So far I've only see you, so I have to ask where the other two are." In response Sonic balled his right hand into a fist and swung, only to be caught by Shadow's left. Superior strength allowed the older hedgehog to pull the one's arm taut before using his right had to deliver a wicked slap to his captive's face. "Arrogant child! Haven't you realized I'm the superior creature here? You can't beat me, you can't even hit me!"

"Shows what you know," Sonic responded as he swung his legs around, using his new position as a pivot to land a kick on Shadow's ribs. It felt like kicking a rock but the speed of the attack, combined with its surprise nature, was enough to break through Shadow's guard and knock him over, releasing Sonic from his grip. Quickly the Freedom Fighter retreated from his opponent, hoping a quick breather would allow him to regain some of his stamina.

Sonic was in a bad way, and he knew it. His legs had already been numb thanks to his race across the planet to get here, but now, after the punishment he'd received from Shadow, he was very close to just running on empty. Much as it galled him, Sonic knew he needed to quit this fight and focus on finding Cyrus and the kidnapped children. Despite the protests of his muscles, Sonic began to turn to leave, stopping only when he heard the sound of Shadow's voice.

"Chaos Spear!" Even tired as he was, Sonic's reflexes were quick enough to evade the blast of chaotic energy, causing it to strike the roof instead. Of course the roof had been no more designed to absorb such an attack than Sonic had been, and the cement quickly caved in as a result. The fact that this particular building was also a holdover from the days before Robotnik's coup, and had received little to no maintenance in the intervening years, meant that this was not the only damage the roof began to exhibit. Large cracks appeared in the cement as more and more of the roof began to fall inward. Very soon Sonic his half of the building was beginning to crumble under gravity's rule, an event that threatened to send him tumbling to the ground as well. On instinct the blue hedgehog began to out run the collapsing roof even as his speedy mind realized this could be turned to his advantage to help him escape. Jumping off the ever encroaching edge, Sonic began to use his speed to race down the falling debris, seeking to make it to the streets below.

Of course this did not go unnoticed by Shadow. Unwilling to once again lose his quarry, the black hedgehog raced forward as well, leaping from the crumbling building's edge and using the thrusters in his footwear to make sure he stayed on Sonic's tail. Unafraid of injure as he was, the Ultimate Lifeform made a much more rapid descent as he tried to catch up to Sonic before he made it to the ground and interfere with his landing. Apparently Sonic had also thought of this and, as he turned around in mid-air, summoned forth his guitar. With a strike of the cords a beam of sonic energy shot forth from the guitar's neck, aimed directly at Shadow. Reacting quickly, Shadow summoned his own Chaos Spear to neutralize the attack. Still the resulting explosion was able to force the dark hedgehog back into the air a few more feet providing Sonic more than enough time to make it to the street and access his speed to make his escape. Less than a minute later, Shadow was in hot pursuit.

"This is Shadow to all units," the hedgehog yelled into the small communicator Robotnik had given him. "Sonic Hedgehog has been spotted en route to the Command Center from the western entrance. Calculate most expedient course and divert all sewage line to flood the streets."

_'Let's see how fast Sonic is when I take away his traction.'_ At Shadow's command, powerful processors quickly began taking in every variable they could think of, from the elevation of the streets to the length of Sonic's shoes, to determine the most likely path Sonic would take in his hurry. With a speed only a massive network controlled by a single computer could achieve, several sewer lines were simultaneously opened and closed, redirecting the flow within them to where their master wanted it to go. Very soon drains began to back-up, spigots began to spew, and pipes began to rupture as the pressure overcame them, causing a thick, slippery sludge to ooze forth onto the streets. Though the SWATbots, and indeed all mobile machines, had been warned about the oncoming tide of filth by the computer, those few Mobians unlucky enough to be running either their own or another's errands soon found themselves up to their ankles in the noxious muck.

Despite the mess created, or more accurately because of it, the impromptu speed trap proved rather effective on Sonic. Suddenly lacking enough traction from his running surface, the blue hedgehog quickly lost control and began to twist and spin wildly, crashing rather hard into a wall and crumpling to a heap. Unencumbered by the debilitating sludge, thanks in no small part to his thruster equipped shoes, Shadow was able to quite easily catch up to his quarry, jumping up to grab hold of an outstretched flagpole to leer down at the filthy Sonic.

"Did you really think I wouldn't be prepared for your tricks HERE of all places?" the dark one asked in a scathing voice. "I was told you had a massive ego, but I expected more of you than this." Still no retort came from Sonic and the black hedgehog was forced to consider the possibility that the foolish creature had knocked himself out thanks to his impact with the wall. The sound of approaching hover-units came to his ears and the Ultimate Lifeform decided it was time to end this rather disappointing rematch. Turning to the two units closest to him, Shadow issued his commands. "Secure Sonic and take him to Robotnik." The two robots complied, flying down to the prone prince for pick up. Both robots reached into the muck from their hover-cycles, extracting Sonic by the arms. The filthy blue hedgehog certainly did seem out cold… all the way up until a mischievous smirk crossed his face.

Before any-bot could react, Sonic kicked his feet into the air and began to move in his trademark Sonic Spin, jerking both of the SWATbots that held him inward and smashing their heads together. Falling back to the ground for a few seconds, it was child's play for Sonic to bounce back up to the now riderless hover-bikes, landing in one of the seats. Outraged, all Shadow could think to do was yell.

"You wretched little…"

"Fire One Sleezeball," Sonic yelled back as he jammed his foot on the accelerator of the flying vehicle, locking it into position. The engine roared as the hover-bike shot forward, heading directly fro Shadow's position even as Sonic hopped onto the second one. Quickly Shadow pulled himself up onto the flagpole and used it to spring into the air, the rockets in his shoes boosting him further to escape the resulting explosion as the bike slammed into the building. On the relative safety of the roof, the black hedgehog searched the sky for the second bike. Indeed he found it and Sonic too, both traveling towards the imposing structure of the Command Center.

"You filthy…" Shadow began to curse as he watched his quarry's retreating form.

"Sir, shall I pursue?" asked another SWATbot piloted hover-unit as it pulled up right next to its master's newest ally.

"No," the dark one said as he casually used his Chaos Spear to destroy the robot pilot and send it plummeting to the streets below. "I'll continue the pursuit myself," he continued as he got onto the commandeered bike. Again an engine roared as Shadow took off after Sonic.

And thus did the chase continue, this time in the skies above as opposed to the streets below. Shadow tortured the engine of his hover-bike trying to close the lead Sonic had, using his vehicle's forward guns to limit the blue hedgehog's maneuverability. Countless hours playing virtual video games with Manic, however, had turned Sonic into, if not an ace pilot, than at least one good enough to evade the relatively inexperienced Shadow as he used Robotnik's notoriously unreliable guns.

Again the deadening roar of Shadow's engine could be heard as the black hedgehog continued to push his bike harder and harder to catch up to Sonic, his eyes paying no mind to the warning lights flashing on the console. Sonic too began to push his vehicle harder, perfectly aware that Shadow could not keep using his guns AND abusing his ride indefinitely. Eventually he would be forced to end his pursuit if for no other reason than because his engine would explode. Then the blue hedgehog would be free to make his way to the Command Center. Unfortunately, this plan neglected to take into one fairly major factor; the location of the fight was Robotropolis itself.

Like a swarm of angry bees they rose, almost a hundred hover-units taking to the air with but one goal on their processors; capture Sonic. Very quickly the blue hedgehog found himself being attacked from all sides. His speed was drastically cut as he worked to avoid the hailstorm of laserfire, but it didn't take a genius to realize he would soon lose the room to maneuver at all. Of course it didn't help that his bike's engine was beginning to smoke. Cursing Robotnik for creating such cheap junk, Sonic quickly came up with a new plan to escape. Moving in as close as he dared to the nearest hover-unit, Sonic made a daring leap to it before bouncing to the next closest one and the next. In rapid succession each of the robots Sonic landed on exploded from the impact, creating a trail of destruction as the Freedom Fighter made his way to safety.

Just as he'd made it to the seventh hover-unit though, Sonic was roughly tackled by a black object moving in at high speed. Shadow had made his move. Both hedgehogs tumbled through the air, Sonic wiggling to get out of Shadow's grip as Shadow held firm, before making a rather audible crash into an alley and the garbage cans therein.

Pain surged through Sonic's body. His ribs, already damaged further in the first part of the two hedgehogs' battle, now seriously felt horrific, a direct cause for why Sonic's breaths could come only in short, sharp bursts. That his exhausted muscles were currently demanding an influx of oxygen didn't help.

_'Maybe it wasn't such a hot idea to try to do this solo,'_ Sonic admitted to himself as he struggled to get back to his feet, weakly pushing the trashcans that he'd crashed into off of his battered body.

"Chaos Blast!" came a cry as a blast of crimson energy effortlessly blew away another pile of trashcans as Shadow flipped himself off of the ground. Sonic's body tensed as he prepared for the resumption of their fight, even as his bones ached from the shockwave of the previous blast.

Shadow surged forward throwing a flurry of punches and kicks his blue foe could only barely manage to continue blocking in his weakened state. That each blow blocked still managed to cause Sonic pain was a signal that he did not have much left to continue with. Throwing a desperate punch of his own, Sonic was able to get Shadow off his guard long enough to race backwards and further into the alley. Grabbing hold of a trash can lid, the blue hedgehog hurled the disk with all of his remaining might.

The attack proved quite futile as the makeshift weapon was destroyed mere inches into its flight by a chaos spear. Quickly Shadow pressed his assault, slamming into Sonic with a tackle strong enough to drive both hedgehogs through the wall at the alley's dead end. Once more on his back, Sonic struggled to find the strength to escape.

"This fight is over," Shadow stated as he delivered a vicious left hook to the blue hedgehog's face. Pushed to the ends of his endurance, all Sonic could do was faint.

& & & & & & & & & & & & & & & &

"Wake up hedgehog, wake up," a gravelly voice cooed in a mockingly gentle tone. Groggily Sonic began to stir, his vision blurry at first but quickly becoming clearer as his eyes opened. Unfortunate considering the scene that lay before him. Dr. Robotnik stood before him, a cocky smile on his face as he stared at the captive Sonic. And captive he was.

Two large SWATbots each held one of his arms as a thick cable physically bound his shins to his thighs, leaving him feeling something like a folding chair. Needless to say he couldn't get himself spinning with just his hips and knees, a fact which did not help Sonic's mood in the least.

"You got me Buttnik, least you could do is cover up so I don't have to look at your ugly mug while you gloat,' Sonic snapped.

"Ah insults. The last refuge of the helpless," the mad dictator responded. "Rest assured, dear Sonic, not even your adolescent attitude problems can spoil this day for me. It has seen the defeat of the Sonic Underground, the destruction of Sanctuary, and the end of the Oracle's foolish prophecy. That I'll soon get to personally introduce you to my roboticizer is simply icing on my glorious cake."

"You have me. Let the kids go."

"Oh I will let them go, I will, I will, you have my word," Robotnik insisted, a smile on his face. "I'll let them go to the mines, and I'll let them go to the factories, and I'll let them go to the hot labs. I'll let them go everywhere throughout my empire; right after I'm done turning each and every one of those delightful little cherubs into my mechanical slaves." Even bound as he was, Sonic still attempted to attack Robotnik, his futile struggles providing an endless source of glee to the evil doctor. It was then that the door to the control room opened and Shadow simply walked in.

"Ah Shadow. Any news on the Freedom Fighter front?"

"One or two arrests, but nothing the SWATbots haven't been able to handle," the black hedgehog replied before turning to Sonic. "It appears as though your friends have abandoned you, your highness."

"Where's Cyrus?" Sonic bit back.

"Who? Oh, the lion that was kind enough to give me the communicator I used to contact you."

"Have no worries Sonic, your friend is just as safe as those 'loveable' little brats you came here to protect. At least for now." As he spoke, Robotnik turned on a monitor and showed a room filled with crying Mobian children as well as a miserable looking Cyrus sitting amongst them. "Of course you could alleviate their situation Sonic. All you have to do is give me the location of your siblings, and I'll leave them alone."

"You think I'm dumb enough to believe you'd keep your word?" At the leader of the Sonic Underground's accusation, Robotnik let out an amused laugh.

"Oh dear boy, this has nothing to do with whether or not I'm going to keep my word. Of course I'm not. I'm notoriously, justifiably, and absolutely untrustworthy. But, if you do tell me what I want to know, I'll most likely be so eager to capitalize on getting Manic and Sonia that those children of yours will simply slip my mind for the time being. Time that your miserable friends in your pathetic resistance might be able to use to save them from their fates. So really the decision you make rests on how much you trust your friends to come through and use your sacrifice to save what is truly important." Sonic only glared at the doctor, knowing full well that even this proclamation was most likely a lie. Unfortunately, the alternative was not that much better. "Tick-tock hedgehog."

"Let me think…"

"Think? What is there to think about Sonic? Either tell me what I want to know or I'll start roboticizing those nauseating little brats this instant. And I'll save your treacherous friend Cyrus for last just so he can watch and see what he paid his father's freedom for as it gets destroyed." At Robotnik's words, Sonic's eyes closed as he slumped in defeat, his head hanging dejectedly. For a few brief seconds he remained like this before finally lifting his head to look at his nemesis, his decision made.

And then the alarms started going off.

Loud alarms. Klaxons so sudden and incessant that they proved enough to startle not only Sonic, but Robotnik and Shadow as well.

"What's happening?!" Robotnik bellowed before turning to Shadow. "I thought you said the Freedom Fighters were contained!"  
"They were!" Shadow barked back, his hands covering his ears to try to block out the obnoxious sounds.

"Radar systems indicate an unidentified aircraft has entered Robotropolis city limits," a SWATbot sitting at one of the room's many monitor stations said.

"Activate all anti-aircraft defenses," Shadow commanded.

"What anti-aircraft defenses?!" shrieked Robotnik. "I'M the only one with any air worthy vehicles. Why would I keep around weapons designed to take them out for those wretched Mobians to take control of?" Shadow simply growled in disgust at the doctor.

"Well then scramble the Stealthbots," the black hedgehog responded. Obediently the SWATbot complied, its mechanical fingers flying over the keyboard before it.

"Steathbots engaging intrusive craft. U.F.A. countering with… debris?"

"Debris?" a confused Robotnik asked. "What the devil does that mean?"

"Stealthbot A.I. reports U.F.A. is retaliating by discarding pieces of its structure."

"What kind of ship attacks with bits of itself?" the increasingly agitated doctor demanded. "Open control room windows, I want to have a look at this attacker of ours." At the dictator's command the massive panoramic window of the Command Center began to open up and allow the weak daylight of Robotropolis to filter into the control room.

It could be argued that in all of Robotropolis, in all of Mobius, no structure was better defended or more impregnable than the Egg Command Center. Indeed when he had taken control of the city, Dr. Robotnik had practically torn down the old castle that had previously stood there to its base trying to bring the building up to his desired specifications. The Doctor had made innumerable calculations and simulations in order to obtain what he considered an absolutely perfect defense fortress.

Unfortunately, none of those countless calculations and simulations had taken into account the idea that two hedgehogs, a fox, and an echidna riding in a large, RV-type tour bus modified with wings and a jet thruster smashing right into it. If the terrified look on Manic's face, a broken steering wheel in his hands, was any indication, this little scenario had not crossed their minds either. It was in the midst of pondering this little irony that Robotnik's mind finally returned to what was arguably the most important part of his previous observation. The van was going to crash. Right. Into. Him.

"Oh bugger," the ovoid human yelped. Reflexes born out of fear and desperation sent the overweight man flying to the side as the flying bus made contact with the thick pane of glass. The sound of plastic, metal, glass, and wires crunching, warping, shattering and snapping respectively was heard as the large vehicle entered the control room, pushing everything else out of its way. Those who had not been caught by complete surprise had followed in their lord's example, including the two SWATbots that had held Sonic. Fortunately, only on of the robots had decided to keep a hold of Sonic, thus preventing him from losing an arm when his two guards jumped in different directions. As the dust settled, Sonic quickly began to rub his eyes before noticing two red sticks standing before him.

"I swear Sonic, if you ever do anything this stupid again I'm gonna break your legs and then reset them, just so I can break them again," Knuckles angrily said as he hefted Sonic up. A large hand slid between the cables around Sonic's legs, effortlessly snapping them and freeing the blue appendages.

"Threats later, we've still got a job to do," Manic said as he walked up to his brother. "Any ideas where the kids are?"

"Buttnik has them here," Sonic answered. "But he's going to feed them to the roboticizer if we don't hurry up."

"You are going NOWHERE hedgehogs," Shadow yelled as he freed himself from the wreckage of the Control Room.

"That's what you think Shadow," Sonia yelled as she and Tails proceeded to crack Shadow over the head with a pair of dinged up hubcaps.

"Shadow, stop them!" The black hedgehog cast an angry look at Robotnik.

"What do you think I'm doing?"

"Give it up Shadow, you can't stop all five of us. One of us is bound to get past you," Sonia pointed out.

"Too true Princess," Shadow agreed as he touched the gray medallion around his neck. "Let's see if I can't even the odds." Black energy bounced around Shadow as a familiar harp appeared in his hand. With a single motion, Shadow began to play, causing Sonic, Sonia, and Manic to reflexively cover their ears in hopes of blocking out the perceived attack. When no sensation of pain came over the trio, they uncovered their ears carefully.

"Ha, looks like your harp fizzled," Manic said.

"Raitani Gan!" yelled a voice as Manic suddenly found himself being thrown forward by a bolt of lightning. Sonia and Sonic turned to see Tails, his gloved hand still smoking a bit thanks to spell he'd just used,

"Tails, what are you do…"

"Rawr!" yelled Knuckles as he swung a huge fist at Sonia. Before the strike could land, the pink hedgehog managed to roll out of the way. All three hedgehog's stared in shock at their allies as Tails and Knuckles looked at them angrily. What got the Sonic Underground most was the look in their eyes, a blank look that seemed to say the lights were on, but nobody was home.

"What'd you do to them?" Sonic yelled at Shadow.

"My harp is more than just a weapon to bash people over the head with. It grants me control, control over my chaos energies… and control over your friends! Fox, echidna; heel!" At Shadow's command Knuckles jumped and Tails took to the air, moving over to Shadow's side. "Welcome to Team Dark boys. Your first mission; crush the Sonic Underground."

To be continued….


	10. Out of the Darkness

Operation: Shadowfall

by Asher Tye

Author's Note: Massive sorries all around to everybody who waited so patiently for this chapter. I honestly thought I'd get it done in two weeks. All I can say is that Overlord 2 is VERY addictive, and Overlord: Minions is no better. I'd like to send out thanks to both Vincent Azerite and SmashQueen for sending me info on different musical terms. They were a big help, though I found myself having to pare down on the musical references for this story. I found myself giving both Tails and Knuckles instruments and, while that may sound cool; it's already been done to death for Sonic Underground fics. Well, hopefully this chapter will be well worth the wait. I'll be posting the epilogue for this story in a day or so (no kidding this time, I already have it written, I just wanna give everyone time to digest this chapter first). And once again, since I can't PM them, here's my responses to my anonymous reviewers.

**Northern_megas: **Mind control is always the deadly weapon of the truly evil minded, isn't it?  The harp has a special reason for being chosen over the violin, besides me having a less than loving relationship with that evil, %^#(!-ing instrument. Thanks for the praise, and I hope to hear from you again soon.

Now that that's done, all I can say is remember to review when you read. After all, I can't make improvements if no one reviews. Ciao for now.

Disclaimer: I don't own Sonic, Sonic Underground, or anything related to Sonic's copyrights. Sega and DiC own them. (bland, no?)

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Chapter9: Out of the Darkness

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"Rawr!" Knuckles screamed as he struck, his fists striking the ground in front of Sonia and generating a shockwave to knock the pink hedgehog backward.

"Sonia!" a concerned Manic yelled as he took a step towards his sister. Any plans he'd had to help however were quickly derailed as an orange body tackle-slammed him from behind. Both pink and green hedgehog's quickly recovered from the surprise attacks, taking up defensive positions over this new threat. Neither was willing to attack their friends, though the blank looks on the faces of both echidna and fox said they most likely couldn't reciprocate.

"You're going to have to do better than that if you three expect to make it out of here in one piece," Shadow said as he walked up to stand between Tails and Knuckles, his harp still in his hands.

"Big talk from someone usin' two Mobian shields to protect himself," Sonia bit back.

"Yeah, why don't you try taking us on by yourself," Manic challenged.

"I already did that, remember," the ebony hedgehog pointed out, strumming on his harp as he did so. "I beat the living snot out of all of you. Now I'm giving your friends the chance to do it. Knuckles, Tails, pick a partner and have some fun." Arms and tails began to spin a both of the hypnotized Mobians moved to attack; Tails from the air, Knuckles from the ground. Sonia agilely moved out of the way of Knuckles's charge, utilizing his own momentum to send him stumbling forward thanks to a boot planted on his posterior. Manic opted to catch hold of the charging Tails, eliminating the mage's ability to strike from any angle by twisting him about until the green hedgehog held him with the kit's arms crossed over his white furred chest in a helpless position.

"Stop wiggling little guy," Manic pleaded as his friend began to struggle to escape, "I don't wanna hurt you by accident." Sonia moved to help him restrain the fox only to be forced back as lead pipe whistled right past her head. Rather than crash into the wall do to his derailed charge, Knuckles had instead crashed through it, exposing several of the wires and pipes that rested within. Grabbing hold of another pipe and wrenching it free, the echidna charge at a slower rate, swinging his improvised weapon like a cudgel. The additional reach provided by the pipe prevented Sonia from working her way around him, reducing her options to merely dodging.

Worried for his sister Manic was quite surprised as a sudden sharp pain shot through his arm. Clockwerk, mesmerized just like his master, had zipped by the green hedgehog, his propeller blades leaving a rather painful cut on Manic's arm. Reflexes took over and Manic instinctively grabbing hold of his injury and providing Tails enough leeway to free himself from the drummer's grip. As a parting shot before taking off into the air, and as a way to gain altitude quickly, Tails kicked Manic squarely in the chest. Watching his brainwashed friend as he made good his escape, Manic slid the hand of his injured arm into his belly bag, searching for something to protect himself with. He didn't want to hurt his two-tailed comrade, but he wasn't about to lose this battle and become a prisoner of Robotnik's.

Meanwhile Sonia was finding herself quickly running out of room to dodge as she fought with Knuckles. The echidna's fighting style was both quick and vicious, and he was single-mindedly driving himself forward and Sonia back. Suddenly the princess felt her heel strike something on the ground causing her to lose her balance. Like a cat Knuckles was on her, weapon raised to deliver a final blow. As the crimson arm swung down the sound of sheering metal could be heard and Sonia was struck with naught but a slight breeze.

"Didn't forget about me, didja?" Sonic said in a snide voice as he tossed the piece of the pipe he'd cut over his shoulder. Knuckles's only response was to growl threateningly at the blue one, turning to face this new threat. Sonia was just as quick to take advantage of a situation as the echidna had been and, with Knuckles distracted, swept the warrior's feet from under him. Knuckles thus dealt with, the two turned to deal with their other brainwashed ally.

Manic was using some flash bombs to keep Tails away and off balance, but he was still having problems with Clockwerk for whom his tactics were largely ineffective. The tiny robot opened its mouth and began to fire its own set of weapons. As Clockwerk's signature smoke bombs went off around him, Manic quickly covered his mouth and nose to prevent himself from asphyxiating. Hedgehog ears twitched inside the mop of green quills as the emerald thief listened for the tell-tale signs of moving air from the fox moving about. The sound of swirling air was enough warning for Manic to duck and roll away to avoid an incoming attack. In rolling away from the perceived threat, however, the Freedom Fighter found himself placed in the line of fire of another.

"Aeroni Gan," barked Tails as a small tornado blasted Manic backward into a pile of broken computers. Clockwerk, the true source of the previous movement, followed the attack by dive bombing Manic, attempting to replace the smoke his master's air attack had dissipated. Grabbing hold of his drumsticks, Manic swung his arm, swatting the little robot away. Quickly Tails moved to retaliate.

"Luminous…"

"That's enough outta you," Sonic said, clamping a hand over the vulpine's muzzle before he could complete his spell. Just as quickly as he'd neutralized Tails, a blast of energy forced Sonic away.

"Let the kid have his fun, Sonic," Shadow chided as he used more chaos spears to drive off the blue hedgehog. Sonia moved to help her brothers but a very large hand chose that moment to grab a hold of her ankle. Pulling hard, Knuckles threw Sonia in the opposite direction of her teammates, rising quickly to his feet afterwards. A single step was all the echidna was able to take before his foot crushed a small ball expertly shot marble-style by Manic and released a quantity of grease for him to slip on. Even as the green teen smiled at his success, his victory was interrupted as a kick was delivered to his arm by Shadow.

"This is getting us nowhere," Dr. Robotnik complained from where he'd taken cover. "Shadow, break them up so they don't have a chance to protect each other."

"You heard the Doctor," the black hedgehog responded as he strummed his harp. Both echidna and fox nodded their heads. Knuckles charged forward at Sonia, jumping into the air to strike the ground near here. Already weakened by the unexpected arrival of a large tour bus, a section of the floor gave way, casting both the warrior and the princess into the levels below.

"Gigani ran," Tails called as another part of the floor began to give way under Manic's feet, sucking the green hedgehog out of the room and out of the equation with the fox following closely behind.

"Looks like it's just you and me again, hedgehog," Shadow pointed out, malice in his voice.

"Yeah," Sonic said as his muscles tensed. It was at that point that a smirk fell across his face. "Thanks for bringing me where I needed to go chump. Now catch me if you can." With that the blue hedgehog backpedaled out of the opened door most unexpectedly. Stunned momentarily by this, Shadow merely growled before firing his shoe jets and moving in pursuit.

& & & & & & & & & & & & & & & & & & & & &

Sonia twisted in the air as she fell, the sound of a rough fist striking the floor telling her that Knuckles was taking them both down through more than one level.

_'He's sturdier than I am,'_ Sonia realized, _'If I just keep letting him smashing floors beneath us, the chances of him being able to take me when we land only get better. I have to stop him.'_ Angling her body into a dive, the pink hedgehog maneuvered over to the falling echidna and grabbed hold of him. The additional weight was enough to throw Knuckles off balance before he could strike his fifth floor. Before they could crash, Sonia managed to pull her feet up to his chest, springing off her friend just before they landed. True to his obstinate nature, Knuckles refused to let this stop him, angrily rising to his feet mere seconds later.

"Knuckles, I don't want to hurt you," Sonia intoned as she avoided the echidna's right fist. While this was indeed true, the young pianist was also aware she could not allow herself to be defeated. Taking advantage of the time it took for Knuckles to pull back his fist, Sonia ducked low and under his guard, jabbing her own fist into his gut. Though the red warrior's abs were just as rock hard as the rest of him, the female hedgehog was no pushover herself. Enhanced strength channeled through the much smaller surface area of her fist combined to make for a rather painful strike in its own right. Knuckles grunted painfully as he rubbed his sore stomach, glaring at his rose colored opponent. Deciding it was time to switch tactics, the echidna once more surged forward while throwing a rapid succession of quicker, weaker jabs as he attempted to force his opponent back.

_'He's moving slower than he normally does,'_ Sonia realized as she dodged the still speedy jabs. _'That probably means there's some part of him that's fighting Shadow's control, keeping him from committing his full power to the fight.'_ Sonia jumped, flipping over Knuckles before kicking him squarely in the tail. The red Mobian stumbled forward as Sonia's hand touched the medallion hanging from her neck. Pink energy danced around the hedgehog's body before changing into her mystically charged keyboard in its keytar form. Slender hands moved over the instruments dials as she altered the settings before taking aim at the brainwashed Guardian.

"If it was that harp's melody that put you under Shadow's control, maybe another blast of acoustic energy can knock you back to your senses," the female Freedom Fighter whispered. Hoping the power output was low enough not to accidentally vaporize her friend, Sonia's fingers danced across her keys. Light and sound pulsed from the musical weapon, pushing Knuckles backwards as he again tried to get within striking distance of his quarry. This lasted for only a few seconds before the powerful warrior simply dug his feet in and began to push back. Carefully Sonia began to raise the output of the keytar, once more halting her crimson friend in his tracks.

"Knuckles, you have to snap out of Shadow's control," Sonia called. Again Knuckles took a step forward and again Sonia was forced to raise the power level of the attack. Realizing such a tactic would eventually lead to tragic results if she continued with it, the aristocrat began looking for another way to neutralize her attacker. Noticing an opportunity, she ceased playing her keytar, causing Knuckles's momentum to once more carry him over his own feet. Experience had taught him to expect this as one massive fist shot out to catch him before he hit the ground. As to Sonia, she was quick to reconfigure her weapon, altering it to fire a more focused beam. As Knuckles attacked, she took aim and fired, though not at him. This time the echidna's charge was met with one of Sonia's tornado attacks. The swirling vortex easily pulled Knuckles in and for a few seconds both hedgehog and Guardian were a flurry of motion. When the tornado stopped, Sonia proudly stood over Knuckles who had been hogtied by the cable her keytar's blast had cut free of the wall.

"Sorry Knuckles, but you didn't give me any other choice," Sonia apologized to her crimson friend, knowing full well that if he ever remembered this it would probably be a rather nasty blow to his considerable pride. In response to this sincere apology, the bound up warrior bucked hard, throwing the princess from her perch. Another hard buck flipped the echidna back to hi feet, a mad smile on his face as he glared at Sonia. Muscles, honed through years of training to the pinnacle of their potential, flexed as hard as they could, snapping the cable like it was thread. Seeing her renewed peril, Sonia reached towards her breast to reactivate her keytar. She was too slow as Knuckles managed to close the gap between them to grab her about the neck. Basic instinct took over as the rebel hedgehog felt her windpipe being squeezed shut and she began to struggle. Desperate kicks landed upon the echidna's torso even as precise jabs and chops struck his arm. Whether these efforts were effective upon the crimson juggernaut or merely annoying would probably never be definitively known, though the fact that Sonia soon found herself roughly flying through the air seemed to say she'd merely annoyed him. She slammed into a wall hard, denting the metal before she collapsed to the ground. No sooner had she staggered to her feet than she was hit again by a rough tackle that drove her back into the wall and drove the air from her lungs. Like a pair of pythons, Knuckles's arms encircled his pink quarry in a bear hug so tight Sonia could not replenish the air she'd lost. As her vision began to get blurry, and with her arms pinned to her sides, the Freedom Fighter desperately flailed about. With no other options, the pink hedgehog pulled back her leg and, with all her remaining might, kicked as hard as she could.

"YAARGH!" Knuckles screamed as he released Sonia, grabbing hold of the shin she had just kicked. Even gasping for air, Sonia couldn't help but smile a bit.

_'And Manic said fashion sense was a useless skill for a Freedom Fighter,'_ the hedgehog smugly thought as she glanced down at her designer high-heel boots; and the steel toes that guaranteed they would keep their shape no matter if "you went out with the girls or out on the town."

& & & & & & & & & & & & & & & & & & & & & & & &

Elsewhere the aforementioned green brother was having problems of his own.

"Raitani gan," the hypnotized Tails said in a flat emotionless voice. At his command a bolt of lighting shot forth from the cub's fingers, racing across the room and blowing an unsuspecting door to smithereens. That Manic was not hiding behind that particular door was a matter more of luck than anything else, luck the emerald thief was quickly running out of. Rather than simply spend the time searching for his royal quarry, Tails was simply using his lightning magic to systematically destroy everything around them that Manic could use for cover. And he was doing an excellent job of it too.

From his hiding spot underneath a tech-bot workstation, Manic considered his options. Staying put would prevent the fox's sharp senses from detecting him prematurely, but this wasn't really a long-term solution. Fortunately Tails was not the only who could attack from a distance.

_'Course the fact that I don't wanna accidentally hurt the little guy does still kinda leave me at a disadvantage,'_ Manic thought as he rummaged through his belly bag. Having always been taught that the hallmark of a great thief was to be prepared, the green hedgehog always kept his arsenal fully stocked. And, though most of his weapons were designed to take out Robotnik's mechanical minions, a Mobian of Manic's profession had to be ready to deal with problems caused by those of the flesh and blood persuasion. From the pouch the punkish prince pulled forth a small pellet gun and several small, round pellets. _'Sorry to do this, T2.'_ Springing up from his hiding spot, Manic quickly took aim.

"Over here," he yelled, which caused Tails to turn towards him just as the pellet gun fired. Reacting to the threat, the fox pointed his finger.

"Raitani gan." Lightning once more erupted from the fox's digit, rupturing the ball and causing it to release its contents, a thick cloud of black smoke. Not surprising, considering these were the same pellets Manic had supplied to Tails when he'd upgraded Clockwerk's weapons. His vision now limited, Tails sent the aforementioned machine into the smoke, relying on the mechanical creature to find their opponent. For his part, Manic simply closed his eyes and listened for the sound of twirling air. Again he aimed his gun and fired, this time shooting pellets of a blue color, the same as his brother Sonic's quills. The sound of hard shells cracking preceded a mechanical squeal and a hard thump as something metallic hit the ground. Like an angry little bee Clockwerk raced out of the smoke, forced to rely on his treads now that his propeller was stopped up with blue shaded glue. A pig-like mouth opened as the little golem prepared to attack but Manic was quicker, firing another round of glue pellets at Clockwerk's face and treads. With one half of his problems now disabled, and the smoke screen he'd created earlier dissipating, Manic quickly took refuge behind a convenient piece of wall.

_'One down, one to go. How come I always get the hard stuff?'_ As the smoke finally cleared, Manic hazarded a glance to see what Tails was up to. The fox was gone, but then the cagey thief had expected little else. Even under another's control, the wily wizard was smart enough to know staying in one place just made him an excellent target. Ruby red eyes quickly began looking for any signs of his bewitched friend.

Over the course of his childhood of training with Ferrel, Manic had been taught many times to listen and trust his instincts. If a lock was too easy to pick, could there be a booby trap waiting to go off? If a guard proved too easy to overcome, what were the odds he had unforeseen back-up coming? And if a place seemed to quiet, how big an ambush could be waiting for you? These were instincts Manic had cultivated and sharpened all throughout his training to be a master thief and, with one or two exceptions; they were instincts he listened to. They had served him well as a Freedom Fighter. And it was these same instincts that caused Manic to duck and roll away from the piece of wall he was standing against just as a flat section of it jumped out and tried to strike his head, missing him only by inches. Tails had managed to sneak right up to the other side of Manic's hiding place in all the confusions, resting a hand upon it to guide his magic.

"Gigani beran," the fox said as the brick and mortar of the wall seemed to ooze over his hand to form a jagged glove, terminating in five sharp "claws" of stone over his fingers and thumb.

"Uh-oh," Manic said as the young Archmage flicked his tails to push himself forward, his arm moving in some vicious swipes. Close quarters combat being more the forte of Sonic and Sonia, the green hedgehog only barely able to avoid the vulpine's attacks. Still a wild claw strike managed to rake across the emerald one's chest and belling, leaving four nasty looking streaks across Manic's fur and flesh. Caught up in the pain of the scratches, Manic had simply reacted, throwing an undisciplined upper cut that caught Tails full force on the chin. Though he had no true personal combat training, the teenaged thief was an expert on dirty fighting and his superior strength still managed to send the lighter cub flying backwards, the rocky glove shattering as Tails lost his concentration. Suddenly realizing what he'd done, Manic scrambled over to the prone kit.

"Ah man, T2, are you okay?" he asked in a concerned voice as he noted the cub's bleeding lip. "Man, if we survive this, Sonia's gonna grind me inta green paste. Come on kid, it you're alive just say somethin'."

"Aeroni pickaye!" Tails yelled. The explosive blast of air that erupted as a result sent Manic crashing into the room's ceiling above before unceremoniously falling o the floor below. Apparently the young Archmage knew a thing or two about dirty fighting himself.

& & & & & & & & & & & & & & & & & & & & &

Sonic raced through the Command Center, Shadow hot on his heels and flinging chaos energy all the way. Every so often an unlucky SWATbot would cross the path of the two hedgehogs, though Sonic was largely unconcerned by this. Rather than spindash through the automatons, the blue hedgehog had found it easier to just let his over-eager pursuer blast them to wires.

'Besides, I've still got a job to do,' he thought to himself. Robotnik had, in his boasting over Sonic when he'd had the Freedom Fighter captive, revealed to the prince where he was keeping the kids from Sanctuary. Thus was the reason for Sonic's mad race for the detention cells. And for that he needed to get rid of his pursuer.

"You cannot escape me, hedgehog," Shadow declared as he stepped up his pursuit, ricocheting off walls and around turns with every bit as much accuracy and agility as Sonic himself. Though faster than the ebony hedgehog, the cramped space and number of turns in the prevented the blue from unleashing his full speed. Bereft of the option of losing his opponent via high speed, the supersonic rebel decided to stop. Like black lightning, Shadow shot past his quarry. A curse on his lips, Shadow began to slow down, his feet digging into the floor even as the jets on his sneakers scorched the area ahead, preventing him from decelerating and stopping as swiftly as Sonic himself. He was much better at acceleration.

A skill Sonic too had mastered, as he demonstrated by slamming full force into Shadow's back and sending the hard bodied experiment crashing through the wall. His opponent thus occupied, Sonic doubled back down the hall and leapt into the air. Slamming into the ground like a spinning buzzsaw, the leader of the Sonic Underground began to tunnel his way through the floor, cutting a shortcut through to the lower, subterranean levels of Robotnik's evil home. Soon he made it to the holding cells, inside of which he found...

"Cyrus!" Sonic exclaimed as he caught sight of the lion sitting all alone in one of the cells.

"Sonic?" the young inventor asked as he looked up, a stream of tears visible on his face thanks to the dim light of the detention area.

"The KIDS!" both yelled at once.

"Cy, what happened?" Sonic asked.

"Robotnik had them taken away to the roboticizer a few hours ago," Cyrus confessed. A hateful snarl crossed Sonic's normally friendly face as he realized the demented doctor had tried to trick him in the same way he'd tricked so many others. And Sonic had so nearly bought it.

"Get back," Sonic warned as he leapt at the bars of Cyrus's cell, again doing his impression of a buzzsaw as he effortlessly cut the metal apart. Once freed, the lion quickly stepped out of the cell. "Now hold onto me." Again Cyrus did as instructed and Sonic took off as fast as he could, a single destination in mind.

The roboticizer.

Every Freedom Fighter's worst nightmare, not only did it transform its victims into twisted metallic caricatures of their former selves, it also enslaved their minds, placing them at the complete disposal of their worst and most hated enemy. How many friends had found themselves staring at each other from opposite sides of the battlefield because of it? How many parents had been forced to take captive their own children, dooming their offspring to the same fate they'd suffered? And now, how many of the children the Freedom Fighters had sworn to protect would be reduced to nothing more than expendable weapons because of their failure?

In mere moments Sonic and Cyrus arrived at the closed door to the room they sought, the one that housed the ominous form of Robotnik's most diabolical creation. An angry spindash was all it took to "convince" the door to open and allow the two Freedom Fighters access to the monstrosity. A look of horror crept over Sonic's face as he took in the sights of the room. The roboticizer was present, three glass tubes arranged in a circle at its center, each big enough to hold a full grown Mobian so the machine could do its worst to them. And from the looks of things, it had.

Worker-bots, freshly made and shorter than any Sonic had ever encountered before were lined up along the wall, motionless as they obediently awaited the first orders of their new master. Their youthful faces were forever frozen, their eyes glassy and unblinking as they docilely stood.

Despair quickly turned to determination as Sonic took notice of the still flesh and blood children still being held captive and awaiting their turn in the roboticizer.

"No! Let me go!" cried an otter boy as he was hefted up by his arms and carried by a SWATbot to meet his fate.

"Cease your struggles. Resistance is fut…brzzt!" The robot never got a chance to finish its statement as its voice processor was unceremoniously destroyed. Its destruction came about thanks to Sonic whose blade-like body sliced off the offending automaton's head at the neck, causing the SWATbot to collapse to the ground and release its captive.

"You okay?" Sonic asked of the still frightened otter. Before the boy could respond, the other SWATbots in the area turned their attention to deal with the intruder in their midst.

"Hedgehog, priority one, detain by order of Robotnik," the three robots said in unison, their monotone voices irritating Sonic's ears.

"Detain this," Cyrus said as he propped up the laser belonging to the SWATbot Sonic had decapitated, firing off three shots and destroying the remaining SWATbots. Sonic's muscles relaxed again, only to tense up as he felt something wrap around each of his legs. Fortunately the hot blooded teen looked before attacking, and thus realized he wasn't the one in danger.

"Ya gotta help my brother," yelled an extremely distressed little boy with a cockney accent and wearing a grungy blue sweater with a red baseball cap.

"Yeah, the SWATbots threw him into that machine over there," cried a little girl wearing a pink dress with a yellow flower binding her ears. Both of the children looked to be crosses between a cat and a dog, not entirely unknown on Mobius. The boy's features seemed to take after the canine portion of his heritage, while the girl's took more towards the feline, but they both shared more than enough features in common that Sonic could recognize them as blood kin.

"Please you gotta save him," they begged in unison. Sonic's ears suddenly became very aware that the roboticizer was indeed humming with activity. His eyes locked on the single cylindrical prison that was closed, a shadowy shape inside as energy began to cascade down the opaque glass. The two children had enough sense to let go before Sonic shot forward, shattering the glass and rescuing the helpless victim inside, laying the preteen on the ground on the opposite side. Again the familial resemblance was strong. Though taller and lankier than his younger brother, this one definitely held the distinctive canine features of the other, as well as the white facial fur and big red nose all three shared. Unfortunately, the black body fur that covered this sibling was now marred by the presence of several metal plates. His entire left arm had been transformed, all the way up to his shoulder, and while the white fur of his face was disrupted by the wires and such that now fed into his newly electronic right eye. Despite these rather radical alterations, the Mobian seemed to be breathing all right, and the fact that he wasn't simply staring off into space blankly gave Sonic some hope. Lightly the hedgehog began to strike the boy's still flesh cheek, trying to wake youth up even as he prepared for the possible worst.

"Come on kid, wake up," Sonic said in an encouraging voice as the dog boy began to stir. Soon his siblings were at his side, the girl holding onto his still organic hand as boy gripped her shoulders. Sonic considered shooing them both away, just in case he had been too late, but thought better of it. Were he in their position, he'd never leave. Slowly the semi-roboticized Mobian began to stir, his left eye blinking open. Quickly Sonic held up some fingers. "How many fingers do you see?"

"Four…your thumb's not a finger," the youth pointed out in a voice that managed to sound both tired AND cheeky. At this Sonic smiled, even as the two younger children finally pushed him out of the way to hug their semi-metallic brother. Robots weren't known for their senses of humor, which meant that, despite the mutilation it had performed on his body, the roboticizer hadn't had time to reformat its victim's mind and rob him of his will.

_'It's not much, but it's better than nothing,'_ Sonic thought as the disoriented boy was helped to his unsteady feet by his siblings.

"Okay, its time to beat feet and retreat," the hedgehog said, gesturing for the three dog/cat hybrids to go and stand with their friends. He was somewhat dismayed to notice that a few of the children to be near the newly made cyborg, but ignored it for now. Escape was the priority. "Any ideas on how to get us all outta here Cyrus?"

"You're not going anywhere," a familiar voice growled, causing the azure prince to turn towards the door. Shadow walked into the room, a cocky look on his face that would have done Sonic proud. As he took in the situation, however, it slowly turned into a look of concern. "What's going on here?"

"What do you think, Shadow?" Sonic asked, staring straight at the ebony hedgehog. "Robotnik's been roboticizing these children." As Shadow gazed into the still, blank eye so the roboticized children, his concern seemed to change to something akin to regret.

"What did you think was going to happen?" Cyrus asked in an angry, accusatory voice. "Did you think Robotnik wasn't going to do this? That he was just going to let them go when he got what he wanted? That he was just playing? What did you think was going to happen you stupid MONSTER!" At the lion's words any hint of regret vanished from the Ultimate Lifeform's face.

"Monster?" he asked in a tone that seemed almost philosophical, though a twinge of anger could be heard in it. "I've heard that cry before. That challenge, that accusation. It flew from my own lips as I watched my best friend murdered right before my eyes." Anger began to show through Shadow's calm façade, building up into a rage. "You dare to call me a monster, after all that was done to me and mine? I am no monster, I am vengeance, here to punish you for all that your kind did to achieve your hollow 'peace' and 'prosperity.' My only regret is that the doctor did not wait so that I could watch!"

"Have you gone crazy or somethin'?" Sonic barked back. "Dude, don't you understand that all you're gonna do cause the same bad stuff to happen to everyone else that you hated?"

"Do you dare try to understand me? To analyze me? I spent a hundred years trapped in hibernation, waiting for this moment. And all I had to dream about, all I had to keep me company was that horrid memory of my best friend, Maria, falling to the floor, murdered before my eyes. Do you have any idea what that's like? Can you even comprehend it? To watch, over and over and over and over again as your loved one dies before you?"

"I don't think he's going to listen to reason Sonic," Cyrus said as he stood by his friend and watched the increasingly more and more agitated black hedgehog begin to rant.

"I don't care what it costs me, I don't care who suffers, and I don't care what it takes. My revenge is worth any price, any…" Suddenly Shadow grasped his chest as a howl of pain escaped his lips. "What… What's happening…?" Slowly the ebony hedgehog construct fell to his knees. For a brief moment, Sonic felt a dark pleasure that something bad was happening to the one who had caused he and his siblings so much trouble. But Sonic the Hedgehog was ever Sonic the Hedgehog, and it wasn't long before his better nature came forward and he moved to help his foe. His efforts were halted when he was forced to dodge a bolt of chaos energy.

"Dude, you ARE nuts," Sonic bit back at Shadow as the dark one again rose, the pain in his body ebbing and subsiding finally. "I was trying to help you."

"I don't want your help, I want your LIFE," Shadow exclaimed as more energy danced around his hand. "And now I will have it. Chaos…"

"Gang way!" Manic yelled with a laughing voice as he came racing by, rudely shoving past Shadow to gain access to the room. Hot on his heels was a furious looking Tails, also running as he was almost covered in thick blue glue. Stuck to the foxling's back, and clicking like mad, was the still gummed up form of Clockwerk. Like his emerald quarry, the novice mage did not seem overly concerned with Shadow's presence, stopping only long enough to shoot off a fireball of the fleeing Manic.

After this intrusion Shadow quickly got to his feet, only to be knocked down again, this time by Sonia and Knuckles as the two tumbled into the area locked in a grapple. With a mighty kick the red echidna was able to throw Sonia off of him, sending her twisting body sailing through the air to land gracefully next to her blue brother, a smug look on her face.

"How did you two get here?" Sonic asked in a bewildered voice.

"Dude, we all had the same mission objective," Manic pointed out.

"Its just that some of us were too impatient to wait for anyone else," Sonia finished.

"Very sweet, very touching," Shadow said as he once more got to his feet, a casual glance thrown behind him to make sure there were no more interruptions. "But all this means is that now I can finish off all three of you at once."

"It doesn't have to go down like this Shadow. You've already caused enough damage," Sonic said, hoping to get through to the disturbed experiment. Shadow returned a rueful smile.

"Don't you get it yet, Prince? You keep trying to talk to me like there's something left to redeem, to feel sorry. Whatever compassion, whatever mercy, whatever kindness, whatever forgiveness there was within me died when Maria did. All that is left is my hatred for you and all your kind. Fox, echidna; attack." Obediently Tails and Knuckles launched themselves forward, again engaging Manic and Sonia respectively. "I'm tired of this game, hedgehogs. Its time you all disappeared. Chaos Blast."

"No!" Sonic cried as he saw the red energy collect in Shadow's hand. Though confident he could outrun the devastating effects of the explosive attack, the blue hero knew no one else could, especially his siblings while thus engaged with their friends. And at this range, the blast would easily disintegrate anyone caught by it. Desperate Sonic racked his brain trying to think of something, anything he could do to save everyone.

_"You Sonic, possess the power to project a disruptive barrier about you by striking the right chords on your guitar with your pick. At its base, you will be able to disrupt Robotnik's control over his SWATbots and various other minions. With time you will be able to use this barrier to stop or disrupt anything within your sphere of influence…"_

Merlin's words echoed in the hedgehog's ears. Since his guitar had gotten upgraded in Shadakor, Sonic had been practicing on and off with it, trying to unlock its potential. So far he had only been able to generate a weak barrier, nothing that would stop a high powered laser.

Sonic touched the medallion around his neck, summoning the guitar to his hands.

_'I really wish I had more time to practice this but I don't have a choice,'_ Sonic thought as he pulled out the pick specially designed to go with this guitar. At that moment, Shadow released his attack, and time seemed to slow down. Red death was approaching, for Sonic and all his friends, and he needed to act. The sound of a power chord was heard as Sonic willed all his heart into the note. At his command a blue barrier flicked into existence around him. _'This is no good. I can't just protect myself, I gotta make it bigger.'_ Again he struck the guitar, this time hitting one of the major chords to back up the sound of the power cord. The barrier strengthened, but it did not expand. Thinking quickly, Sonic hit a minor chord again trying to bolster the effect. This proved to do the trick as the barrier expanded around him. A smile crossed the musician's face as realized his success. Gripping the pick between thumb and forefinger, Sonic began to play, the combination of all three chord types creating, strengthening, and expanding the barrier all around him. In no time the irresistible force of the chaos blast struck the (hopefully) impenetrable barrier of the guitar. When they met, Sonic felt as though he'd been sucker punched by Shadow again, the strain on the barrier caused him to fall to one knee and was almost enough to give him pause. But pause he did not even as Shadow continued to pour energy into his attack, seeking to overwhelm the blue hero.

Behind Sonic the barrier continued to expand as well, eventually washing over the battling forms of Sonia, Manic, Tails, and Knuckles. As the barrier encompassed echidna and fox, both let out a short cry, halting only as the luster came back to their eyes, Shadow's control over them broken.

"Uh, guys, what… what happened?" a somewhat dazed Tails asked as Manic released him from a half nelson.

"Yeah I'm kinda confused t… Ohmygosh!" Knuckles yelped as he realized he was sitting on top of Sonia in a very gentlemanly manner. His cheeks almost turned the same shade of crimson as his quills as he scrambled to get off the female hedgehog.

"I hate to interrupt this heartfelt celebration of our friends' return to our side, but I could really use a hand here," Sonic bellowed back at him. He was straining to keep the barrier in effect, and Shadow seemed to have an inexhaustible amount of power to keep hammering away at it. Realizing their brother's peril, both siblings summoned forth their own instruments, drawing out their new accessories as well. The Sonic Underground was always strongest as a unit, where they could pool their powers together and topple any obstacle.

"We're ready Sonic," both cried in unison. Sonic looked back at his brother and sister.

"Start up 'Dare' and let's show this fake hedgehog how powerful we really are," Sonic answered. At the blue hedgehog's suggestion, pink and green began to play the requested song with Sonic adapting his own string work to the music. Immediately he could feel his barrier being bolstered up by the powers of the keyboard and drum set. Once more smiling, Sonic got back to his feet.

For his part, Shadow was flabbergasted. No one had ever been able to take his powers at this level. It was unfathomable. What was worse was that he could see the barrier was actually succeeding in forcing back his chaos blast. The Ultimate Lifeform was actually on the defensive! Anger overtook Shadow as he forced more energy into his attack, but to no avail. Even as he watched the barrier continued forward, pushing him back. Soon he began to feel the effects of the chaos energies being turned back upon him in such high volume, and the realization that he could accidentally destroy himself like this made itself apparent. Against all odds, the Sonic Underground had managed to trump him here, and he needed to change his tactics… Or perhaps reinstate and old one.

"Like worms you three keep wriggling free of your fate," Shadow said as he ended his attack. With nothing to repel, the barrier faded and the three royal hedgehogs cautiously ceased their playing. Behind them Knuckles balled his massive fists, ready for anything Shadow might throw at them, while Tails licked his lips in preparation to cast a spell.

_'That's right you two get all nice and ready for combat,'_ Shadow thought evilly.

"Give it up, Shadow; we can take anything you can throw at us."

"Can you now?" the black hedgehog retorted as he touched the medallion around his neck. Like dark lightning the energy danced around him before releasing the harp into his hands. "Let's see if all your little friends agree shall we?" Shadow's hands moved to pluck the harp strings.

"Cover your ears," Knuckles commanded of the children even as he and Tails attempted to stop their own auditory senses. Sonic too prepared his instrument, ready to try and break the harp's spell as soon as it was cast. This action, though, proved unnecessary. Even as Shadow strummed the harp, Sonic's keen ears, authorities on all things musical, could tell something was wrong with the song. It was as though a single note in the composition refused to play, even as it was called for to do so. Shadow too noticed this imperfection and cast a quizzical look at his instrument.

"What's… what's happened? Why aren't you working?" he asked even as his intended victims, realizing something was up, uncovered their ears. A look of realization crossed Sonic's face just before he decided to take the opening fate had provided him.

"How about you take a trip while you try to figure that out," the blue hedgehog said as he took aim with the neck of his guitar and struck his C power chord. So caught up was Shadow in the mystery of why his mind control was not working that he was caught completely off guard as Sonic's laser slammed into his chest, blasting him through the room's ceiling and, Sonic hoped, right out of the Command Center. The job done, the leader of the Sonic Underground turned to his siblings. "Okay, here's the plan, you four get everybody out of the city to safety. I'm gonna go make sure Shadow can't run interference on us." The responses to his words were varied, but unanimous.

"Nuh-uh, no way bro," Manic responded.

"We've already seen he's too much for any of us alone," Sonia pointed out.

"Do you have a death wish or something?" Knuckles accused.

"Let us help you Sonic," Tails pleaded. At these protestations, Sonic held up his hands for quiet.

"Just listen up. Soon ol' Buttnik's gonna have his entire army breathin' down our necks. The four of ya together should be able to figure a way to get all these kids outta here and ta safety."

"But you're no match for Shadow on your own. He'll annihilate you."

"Not this time, Son, I've got a plan."

"At least let one of us go with you, Sonic, it's foolish to do otherwise."

"Thanks Knux, but we don't have a choice. You and Manny can make an escape route for everyone to get away in, and Tails and Sonia can take out any bots that try ta stop ya, but someone has to take Shadow out of the equation." So saying Sonic turned on his heel, ready to go and confront Shadow. Before leaving, he turned his head, looking back to his friends and family. "Stay safe guys, I'll see you soon enough."

"Stay safe Sonic," the four Mobians responded as their blue friend sped off. As soon as he was gone, Sonia turned towards the children that had been lucky enough to escape the fate of total roboticization. They all looked scared, but the presence of the Sonic Underground had helped to calm them down and keep them from panicking.

"Okay kids," Sonia began in her sweetest voice, "it's time to get out of here."

"Are we going back to Sanctuary?" asked on of the young cherubs. A pink hedgehog head shook.

"No, not anymore. But we are going someplace safe. That's why we need you all to stick together. Older kids help younger ones keep up and don't get separated. We're going to need to move quickly to get out of the city." At the mention of staying close together, worried eyes were cast towards the member of the group that had been so recently rescued. The puppy boy was still unsteady on his feet and being supported by his siblings, and it was quite clear no one seemed willing to get near the trio. Before Sonia could remedy this situation herself a panda cub about the same age as the newly created cyborg stuck his head under the boy's metallic arm, adding his own support.

"I gotcha," he said. With that problem solved for now, Sonia turned her attention back to Knuckles and Manic.

"Okay, we need an exit guys," she told them. Knuckles nodded, his arms spinning as he charged a wall, smashing through it with the force of a small bulldozer and leaving a rather large wall. The sound of a drum beat started up and the edges of the hole began to reform and stabilize creating a safe passage.

"All right everyone, time to head on out," Manic called back as the children began to move forward. Sonia managed to locate a glue covered orange body in the crowd.

"Tails, you help me keep anything nasty off our group, got it."

"I don't think I could manage anymore lightning," the fox admitted as he moved along with everyone, "but I think I can handle some shields. I just need to be in the center to cover everyone."

"Good. You hear that boys and girls, we're going to make it out of here safe and sound." Even as she spoke those words, Sonia couldn't help but cast a glance back at those helpless ones they were leaving behind, trapped in their new forms as worker-bots.

& & & & & & & & & & & & & & & & & & & & & & & & & & &

**::start up song "Ten-Thousand Fists" by Disturbed::**

Shadow dusted himself off as he stood; casting a look at the hole he'd just fallen through. Sonic's guitar blast had been a surprise to say the least, but nothing the Ultimate Lifeform couldn't handle. It had managed to knock him out of the Command Center proper and into one of the abandoned buildings that stood next to it. From the look of it, this particular structure had served as a parking garage before the fall of Mobotropolis.

_'Rotten jerk,'_ Shadow thought, though this was more of a passing irritation. He was more concerned as to why his harp had suddenly decided to stop working. That was a mystery that definitely warranted investigation. But the investigation would have to wait, as a sonic boom indicated he would soon have company. As predicted a blue blur suddenly shot into view, stopping just within the perimeter of the garage.

"You really don't learn do you Sonic," Shadow said.

"So now it's 'Sonic' instead of 'Prince' or 'Hedgehog,' huh? Guess I musta really gotten under your skin with that guitar trick," Sonic answered back.

"I've already beaten you twice before. What makes you think a third time will end any differently?'

"What can I say, I'm a gamblin' hedgehog. Besides, someone's gotta keep you busy while we get the rest of those kids outta here."

"You're dreaming Sonic. I'll dispatch you and then I'll round up those filthy little urchins AND your miserable siblings in a heartbeat."

"Not if I stop you first."

"Don't let one lucky, and I do mean lucky, shot go to your head, kid," Shadow snarled as energy began to dance around his left hand. His harp may have proven unreliable, but he was ever Shadow. "I am the Ultimate Lifeform, the most powerful creature to ever walk this worthless planet…"

"And yet somehow with all that power you still couldn't save one person," Sonic said in a snide voice as he rubbed his nose. At his rival's words, Shadow's face darkened and he glared at the blue pest.

"What did you say?" the ebony experiment growled through grated teeth.

"I said, for someone who claims to have so much power, it must suck that the one time you really needed it, you weren't up to the… WOAH!" Sonic barely had time to move as a blast of chaos energy surged right towards him, missing him only by inches as he took cover behind one of the many pillars that supported the garage, a satisfied smile on his face.

_'Good work hedgehog, you're gettin' nice and riled. Now if I can just keep him from killing me…'_ Sonic thought. Outwardly he simply called out.

"Woooooah, talk about a temper. Did I hit your berserk button or somethin'?" Sonic took a cautious look out from behind the column. Nothing good would happen if he let Shadow outflank him. As it happened he was just in time to see Shadow launch another attack at him. Acting quickly, Sonic abandoned the column, racing over to another one as he did so.

"For someone who's going to stop me, you're doing an awful lot of running away," Shadow challenged, his hands glowing with more energy as he targeted Sonic's new hiding spot. "Do you still challenge my power little prince?" A malicious grin came across his face. This time when he destroyed the column and Sonic ran for fresh cover, he'd be ready to broadside the quickster with a second…

"Like I said, you'd be a lot more impressive without that big ol' '1' in your 'L' column where you let your 'oh so precious' friend down," Sonic called back. Immediately Shadow saw red and threw both of his chaos spears at once, reducing the cement Sonic had hidden behind to nothing more than a thick cloud of dust. And it was from that dust that a blue blur suddenly emerged, spinning like a buzzsaw right at Shadow. Locked in a rage, the dark hedgehog couldn't get his guard up in time as Sonic slammed into him, knocking the Ultimate Lifeform to his back before bouncing off on his merry way to the other side of the garage. Quickly Shadow worked to right himself, but Sonic was already hidden again.

"You coward!" Shadow roared. "You mock my pain and then run and hide."

"You been hasslin' us ever since we met you about our shortcomings, suddenly yours are off limits?" the blue hedgehog bounced back, the echo of his voice keeping Shadow from locking in on his position. Impatient for results, the black hedgehog simply sent forth a volley weaker chaos spears to kick up enough debris to force his nemesis to reveal himself. A sound did reveal the royal rodent's position, though not the coughing and hacking Shadow expected. A guitar riff sounded off and three streams of energy shot out at him forcing the dark one to actually cartwheel out of the way. Even before the dust settled, Sonic was once more behind cover. "Forgot I could shoot lightning too, huh?"

"I have not forgotten, nor have I forgiven you obnoxious little brat. And when I finally get my hands on you I'm going to lay your broken body at Robotnik's feet."

"Yeah, yeah, yeah, blah, blah, blah. You know how many over-hyped losers have made those kinda threats against me? If this is the best you can do outside your element, no wonder you couldn't save Maria a hundred years ago."

"Be QUIET!" Again Shadow launched a blast of chaos energy in Sonic's general direction; though this time he aimed for the ceiling. Large chunks of cement and metal fell to the ground about Sonic as he tucked himself into a ball to keep from getting squished, hoping the pillar he was hiding behind had enough strength left in it to protect him until he could run. That this attack created a rather large crack all the way across the ceiling was lost upon Shadow in the darkness of the garage.

"Whatsa matter, Shads? Afraid you're gonna shame the little Miss even more?" Sonic called back as the rocks stopped falling, a hint of venom in his voice. From behind cover he glanced out, watching as Shadow twisted about to try to see where the blue hedgehog was.

"You dare insult Maria like that?!" he cried.

"Dude, heh, I ain't insultin' Maria. Fact is I believe you when you tell me she was all sweetness and light."

"She was an angel," the bad tempered experiment barked back. "A being too good for this world. And you are unfit to speak her name!"

"Yeah, so you keep saying," Sonic bit back. "But if that's the case, I gotta ask what she'd think of what you'd been doing ever since you showed up. Razing towns, wrecking lives… Nah, I'm sure she'd be just brimming pride." At Sonic's words, Shadow stood stock still. There was definitely a ring of truth to what the royal hedgehog had said. And yet…

"Don't try to talk your way out of this, Sonic," Shadow finally yelled back. "Maria died because she was too caring, too willing to forgive. I don't have that problem. Chaos Spear." Again a burst of energy was unleashed and again Sonic scrambled to avoid being caught in the blast. "I know Maria would understand."

"Ha," Sonic shot back. "You don't even believe that." Again the guitar came out, and again the blue hedgehog fired upon his ebony opponent, caring not if he actually made contact. He just needed Shadow to keep shooting off his hands. "If you believed that Bunkie, chances are your second-rate harp wouldn't have scuzzed out on you back there."

"How the heck do you come to that conclusion?" Shadow returned, along with another chaos spear.

_'Why's Sonic suddenly so chatty?'_ Shadow began to wonder. _'The Doctor's dossier on him said he liked to run his mouth but still…'_ Shadow didn't get to wonder about this too long as Sonic, perhaps sensing his foe was becoming introspective, charged again. This time Shadow saw him coming and used his chaos spears to attack the ground underneath the sprinter's feet, hoping to trip him up. Quick turns prevented Sonic from breaking his stride even as Shadow continued to fire. Cement flew in all directions as the building suffered the Ultimate Lifeform's unequaled wrath, eventually proving his target enough of a cover to once more hide. _'This is infuriating; all he does is strike, run, then hide!'_

"In answer to your question, it was something you and the Oracle said," Sonic called out. "He told me your harp wasn't really, just a construct made to help you focus your powers. And you said it held 'all those wronged by our wretched family.' I figure the fact that it ain't workin' means someone's decided to help you nevermore." At Sonic's words, Shadow froze solid, his mind racing back to a lesson learned long ago.

"What… what did you say?"

"I said, someone's decide not to help you anymore," Sonic repeated, and quickly Shadow shook his daze off.

_'I must've been hearing things,'_ he reasoned.

"That's an awful big assumption you're making. Would you bet your life on it?" Another pillar was destroyed by Shadow's chaos powers.

"Don't have to, 'cause I know I'm right," Sonic responded. "Even if we ditch the magical mumbo-jumbo double talk, it still means some part of you doesn't like what you're doin' and its actively sabotaging your powers."

"Didn't I tell you to stop trying to 'understand' me," Shadow said in a menacing voice.

"What's so difficult to understand," Sonic shot back stepping out from behind a pillar and leaning his back against it, a cocky smirk on his face as he rubbed the underside of his nose. "You failed to save Maria when it counted and you're angry about it. But instead of movin' on, you're throwin' a temper tantrum and takin' your anger out on everyone who doesn't deserve it. You know this is wrong, that Maria wouldn't approve, so you're screwing yourself up. Or did I miss something in that oh-so emotionally charged psyche of yours."

"Don't mock me hedgehog," the dark one warned.

"Or what?" blue challenged, a nasty smile on his face.

"Or I'll reduce you to a thin blue paste!" Shadow threw his arms open wide as his body took on a red glow. "Chaos Blast!" Sonic grinned as the attack began, sensing it as his plan came together.

_'Bing… Oh Boy!'_ The wall of orange power was coming too fast to get away. Shadow had sacrificed power for speed, forcing the sphere of destruction to expand faster than Sonic had previously thought possible. Revving up his feet the high speed hedgehog made a break for it, only to be caught from behind and driven rather forcefully into a crumbling section of wall. All around the two combatants, the damage taken by the garage was apparent as pebbles and rocks fell from cracks in the ceiling.

"Not so fast with your mouth now, are you, Your Highness," Shadow sneered as he moved over to his fallen prey. Sonic fought hard to shake off the attack's effects. Now was most definitely not the time to fall down on the job.

Before Shadow could grab hold of him, the infamous blue blur kicked his legs up, rolling backwards and to his feet before zipping around the experiment, stopping only a few feet behind him.

"Not gonna be that easy; still some fight left in this ol' hedgehog, Shadester," the Hero of Mobius said, casting a wary look above him.

"You should have just kept on running, Sonic, you might have gotten some distance before I caught you." With a roar Shadow's jet shoes ignited as he charged at Sonic. Sonic too began to move, straight forward and right at Shadow. The dark one gritted his teeth, but maintained his course. Just before they would've hit however, Sonic jumped, grabbing hold of Shadow's head and pulling himself up and over his opponent as he did so before jumping again. This effectively knocked Shadow off balance, causing him to trip and face plant right into the ground. As he moved through the air, Sonic once more summoned his guitar.

"Yeah, but if I had I couldn't do this," he said as he send a blast of sonic energy whizzing past his opponent. Shadow couldn't help but laugh, even as the front man for the Sonic Underground returned his guitar to its medallion form.

"All that effort, all that luck, you manage to get a perfect shot to destroy me… and you MISS," the Ultimate Lifeform cackled. "And you want to call me pathetic."

"I didn't miss," Sonic pointed out as the sound of cracking cement got steadily louder. Shadow looked behind him to see yet another pillar had been destroyed… and those that were left were straining terrifically to keep up the building's weight. More and more rocks began to fall from the ceiling as the parking garage began to process of collapsing. "Like I said, Shades, I'm not gonna let you stop us from gettin' those kids outta the city," Sonic explained before balling up and slicing through the final pillar he needed, cutting away a large chunk that caused the column of cement and metal to fall in a heap to the ground. The sound of crumbling stone intensified.

"Nooo!" Shadow yelled; visions of being locked in a stasis tube for a hundred years dancing through his head as his shoes fired off again pushing him forward. Sonic tensed up, ready to prevent the black hedgehog from making it past the garage's perimeter, even if he had to dive back into the crumbling building himself. A large piece of rubble made this unnecessary as it fell down upon Shadow, pinning him to the ground. Even as the Ultimate Lifeform enlisted the aid of his chaos-fueled super-strength to push the rock off of him, more rubble fell down upon him, keeping him pinned. "No, no, no! You can't defeat me; do you hear me, Sonic? My hatred has kept me alive for over a century you worthless rat, I'll survive this. And when I get out, I'll make you pay, I swear. I'll make you pa…" The wailing mock Mobian's voice was cut off as pieces of the ceiling covered him, burying him alive.

Satisfied Shadow had been dealt with, Sonic turned to leave, having no wish to watch a fellow sentient creature become entombed alive, even if it wouldn't be fatal. He had more important things to do now, and a whole mess of people who needed help.

**::End Song::**

& & & & & & & & & & & & & & & & & & &

As it happened, Sonic needn't have rushed so quickly to aid the others. Though Robotnik, as predicted, had sent whatever forces of his mechanical army he could spare to recapture them, the fleeing Mobians were making very good progress. Manic and Knuckles were moving the ground about them to make a safe passage via a trench, while any sky borne threats were dealt with by Sonia and Tails. Still, every so often a lone SWATbot or two managed to make it close to them, forcing one of the four to deal with the problem.

"Surrender Freedom Fight…"

"Gigani gan," Tails yelled as he swiped both his arms across his chest, causing two shafts of rock to surge out of the ground and crush the speaking SWATbot's head.

"Nice moves, big guy."

"Aeroni… Sonic!" the fox squealed as he noticed who was talking, calling off his spell as he did so to hug Sonic. "Wait, what happened to Shadow? Is he coming?"

"He's got more pressing business to take care of, kiddo."

"Aeroni race," the fox mage called, swinging his arm through the air and causing it to move, sending an attacking Stealth-bot careening off course and crashing to the ground somewhere.

"Good going Tails, just a little more and we're home fr… Sonic?" Sonia called, spotting her brother. Then she added with a smile, "Well it's about time you showed up."

"No need to worry about the ol' hedgehog, Sis. I'm always on top of the situation."

"Then all we need to do is keep moving and we're out of here. I've radioed Trevor and he's contacted some other Resistance members who'll meet us at the city limits with some stolen transports to get everyone out of here."

"Better late than never," Sonic reasoned as he left Tails to continue guarding the group. Then he cast a look back at the distant Command Center. "We need to get these kids to safety quickly Sonia, cause I gotta feeling our problems are only gonna increase from here."

* * *

To be concluded….


	11. Epilogue

Operation: Shadowfall

by Asher Tye

Author's Note: And now for the conclusion. I'll be adding a final author's note at the bottom of this chapter when it's done. Unfortunately, it had spoilers for this chapter (yes, an epilogue can be spoiled without spoiling the rest of the story), so I thought people would appreciate it not being there. So here we go.

Disclaimer: I don't own Sonic, Sonic Underground, or anything related to Sonic's copyrights. Sega and DiC own them. (bland, no?)

* * *

Epilogue

* * *

A metallic hand twirled a crimson moustache, the owner of both quietly contemplating the scene before him. Dr. Robotnik sat in his reclining auxiliary command chair staring at the gigantic computer screen before him as it displayed several robots, SWATbots and Worker-bots together, working diligently to clear away the rubble that had once been hover-unit garage three. A quick thermal scan revealed the trapped Shadow's heat signature still very much active, even as he couldn't move lest he shift the weight of the rubble and crush himself. It was something of an enjoyable irony that so powerful a creature was forced to simply wait and be rescued. Thus was why, though he had ordered his minions to excavate the dark hedgehog, he had not told them to hurry.

_'Perhaps an enforced time out will give that hot-headed fool some time to think about his loss,'_ Robotnik thought with a malicious smile. Satisfied that the "rescue" operation was underway and required none of his attention, the despotic dictator turned off the screen and quietly rocked himself to his feet to leave the room.

Calmly Robotnik made his way down the corridors of his Command Center, seeking solitude in his most private of labs for the time being. Not that he had any fear of being disturbed at the moment. Shadow was currently buried under several tons of building material while Sleet and Dingo were busy licking their own wounds from their previous encounter with Sonic. And as for the hedgehog's themselves, no doubt they were busy securing what remained of their little urchins somewhere Robotnik wouldn't be able to find them; for the time being anyway. But still he felt the need to be alone and make sure he stayed that way. Approaching the door to his lab, Robotnik touched his cybernetic hands to the two pads on either side of the door. As he did so, a scanning laser shot out from each, measuring each and every circuit, gear, microchip, and wire to ensure the two machines were indeed Robotnik's. It was only once the scanners were satisfied that the doors slid open and allowed the demented doctor to access the lab.

"So in the end, even my great-grandfather's proudest achievement proves incapable of destroying my hated enemies in the Sonic Underground," Robotnik said to no one in particular as the lights of the lab came on. "Of course that's not to say he won't prove useful in keeping those miserable vermin in check for now, but it's obvious I shall need to look elsewhere for a way to end this war and bring this planet under my perfect rule," he continued as he walked through the lab, his steps taking him towards a machine similar to the one that had held Shadow only a few short weeks ago. An eerie silver glow radiated from the glass tube that dominated the device, casting frightening shadows over Robotnik's already disconcerting face. "It is thus fortunate then, is it not, that Shadow was not the ONLY treasure to be found in the Dark Jungle bunker?" A demonic smile came over Robotnik's face as he gazed into the clear glass container, a silvery liquid churning restlessly inside…

* * *

"You don't have to do this you know."

"Yes I do. It's the only option open to me, to any of us."

"That's crud dude, you know that."

"Is it?"

"Freedom Fighters stick together, no matter what. It's what separates us from Robotnik."

"Freedom Fighter cells stick together, as an organization, as a unit. But even we know when sacrifices are necessary," Cyrus said as he turned from his packing to look at the three hedgehogs that had assembled to talk him out of his current course of action. The young lion was packing his bags, getting ready to leave not just the safe house, but Robotropolis itself.

"There's a difference between making a sacrifice in battle or for a mission and just caving in to a bunch of scared people," Sonia pointed out.

"Yeah, Trevor would never ask you to leave, no matter what kind of noise people make," Sonic returned.

"That's why I'm taking the choice out of his hands," Cyrus rebutted. "I'm not going to allow my presence to become a problem for the Freedom Fighters. Not now."

"Problem, what problem?" Sonic asked.

"Sanctuary."

"Dude, no one blames you for what happened there."

"You mean you three don't blame me. But you're busy helping to repair the damage done when Robotnik took Sanctuary, you're not having to listen to all the complaints."

"It was Shadow who destroyed Sanctuary," Sonia pointed out as Cyrus took his mini-computer and placed it in his backpack. "If it wasn't you he followed there, it would have been someone else. Sooner or later people are going to understand that."

"We don't have time to wait for later," the lion said in a deadpan voice. "Trevor has too much on his plate trying to repair the damage done, find a safe place to send the remaining children, and deal with the backlash from Edge and Geass's destruction. Or have you forgotten about that?" Cyrus looked into his three friend's eyes, and instantly he could tell they had not. This only caused the frown on his face to go deeper.

"So what, you'd rather leave than take the heat?" Sonic asked in an accusatory voice.

"I'd rather leave than become the focal point of some kind of schism in our ranks. Besides, maybe the parents of the kids we lost have a right to be angry. We promised to protect them and now…" Zipping up his backpack, Cyrus slung it over his shoulder and prepared to leave.

"Where do you think you're going to be able to go, Cyrus?" Sonia asked. "Even if you quit the Freedom Fighters, Robotnik is never going to leave you in peace."

"I'm not quitting the Freedom Fighters Sonia, I'm just leaving Robotropolis."

"Dude, that doesn't answer her question…" Cyrus released a sigh as his shoulders slumped, wishing his friends had just let this line of questioning drop.

"Robotnik went into Dark Jungle, and when he came out, he had Shadow in tow," the lion explained. "I don't believe any of us are naïve enough to think his new enforcer just popped into existence out of thin air."

"So…"

"He had to come from somewhere Sonic, and there has to be evidence. A record, a base… a piece of shattered glass. Something that would explain where Shadow came from and how to neutralize him, and I'm going to find it and make him pay for what he did to Sanctuary." Without another word, the lion made his way past the three hedgehogs and left the safe house.

* * *

The End.

Author's Note 2: And thus we come to the end of "Operation: Shadowfall." I imagine there are questions you want answered, but for now you'll just have to wait… until the final part of the trilogy, "CHAOS FORCE" (Title subject to change as I'm still trying to come up with a better one). For now though, I think I'm gonna take a break from this whole darker and edgier writing. Nothing permanent of course, but I've got some funny ideas for pictures and I want to try my hand at a one or two chapter long story for "Adventures of Sonic the Hedghehog" that tickles my funny bone. Plus I have a story in another fandom that needs a final ending for its last chapter. Still I would like some feedback on how this story did. Until next time, to my fans, one and all, KEEP SMILING!

(please tell me that didn't make me sound as crazy as I think it did.)


End file.
